General William Lyon Announces Commencement of Tender Offer for Shares of William Lyon Homes
17 Marzo 2006 - 7:00AM
PR Newswire (US)
Stockholders to Receive $93.00 Net Per Share in Cash for each
William Lyon Homes Share NEWPORT BEACH, Calif., March 17
/PRNewswire/ -- General William Lyon, Chairman of the Board and
Chief Executive Officer of William Lyon Homes (NYSE:WLS), today
announced that he commenced an offer to purchase all outstanding
shares of common stock of William Lyon Homes not already owned by
him for $93.00 per share in cash, without interest and less any
required withholding taxes. The expiration date for the tender
offer is Thursday, April 13, 2006, unless the offer is extended. On
the expiration date, and assuming satisfaction or waiver of all
conditions to the offer, all validly tendered shares not previously
withdrawn will be accepted for purchase and paid for promptly
pursuant to the terms of the offer. The offer is subject to the
non-waivable condition that there shall have been validly tendered
and not withdrawn before the offer expires at least a majority of
the outstanding shares (including shares issued upon the exercise
of vested options prior to the expiration of the offer) not owned
by General Lyon, The William Harwell Lyon 1987 Trust, The William
Harwell Lyon Separate Property Trust or the officers and directors
of William Lyon Homes immediately before the commencement of the
offer. The offer is also subject to the further conditions that
sufficient shares are tendered in the offer such that the tendered
shares, together with the shares already directly or indirectly
owned by General Lyon and the trusts, would represent at least 90%
of the shares outstanding upon expiration of the offer, and the
receipt by General Lyon of the proceeds under his financing
commitment from Lehman Commercial Paper Inc. and Lehman Brothers
Inc. The offer is also subject to other terms and conditions as set
forth in the tender offer materials filed with the Securities and
Exchange Commission and being distributed to William Lyon Homes
stockholders. If the offer is completed and the 90% tender offer
condition is satisfied, then the offer will be followed by a
short-form merger of a newly formed Delaware corporation, into
which William Lyon and The William Harwell Lyon 1987 Trust and The
William Harwell Lyon Separate Property Trust will simultaneously
contribute their shares, with and into William Lyon Homes. In the
merger, all remaining public holders of William Lyon Homes common
stock would receive the same consideration for their shares as that
received by the William Lyon Homes stockholders who tendered their
shares in the offer. General Lyon currently owns 4,115,437 shares
of William Lyon Homes common stock, representing approximately
47.6% of William Lyon Homes' outstanding common stock, and he
controls approximately 50.4% of the total voting power of William
Lyon Homes. General Lyon and the trusts together own 6,196,133
shares of William Lyon Homes common stock, representing
approximately 74.5% of William Lyon Homes' outstanding common
stock. Under applicable rules of the Securities and Exchange
Commission, William Lyon Homes will be required to make a
recommendation, state that it is neutral, or state that it is
unable to take a position with respect to the offer, and file with
the SEC a Solicitation/Recommendation Statement on Schedule 14D-9
describing its position (if any), and certain related matters, no
later than ten business days from the date of this release. General
Lyon has engaged Computershare Trust Company to act as depositary
in connection with the tender offer. Questions and requests for
documentation in connection with the tender offer may be directed
to Georgeson Shareholder Communications Inc., the information agent
for the tender offer, at (800) 868- 1362, or Lehman Brothers Inc.,
member SIPC, the dealer manager for the tender offer, at (888)
610-5877. This press release is intended for informational purposes
only and is not an offer to buy, a solicitation of an offer to sell
or a recommendation to sell any shares of William Lyon Homes common
stock. The solicitation of offers to sell shares of William Lyon
Homes common stock is made pursuant to a tender offer statement on
Schedule TO and an offer to purchase and related materials filed
with the SEC. William Lyon Homes stockholders and other interested
parties are urged to read the tender offer statement on Schedule
TO, the offer to purchase, William Lyon Homes'
Solicitation/Recommendation Statement on Schedule 14D-9, and other
relevant documents filed with the SEC because they contain
important information. Investors can obtain the tender offer
statement and other publicly filed documents without charge from
the web site maintained by the SEC at http://www.sec.gov/.
DATASOURCE: General William Lyon CONTACT: Thomas Cronin,
+1-212-440-9921
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