General William Lyon Increases Offer for Shares of William Lyon Homes to $109.00 Per Share
01 Mayo 2006 - 8:00AM
PR Newswire (US)
Amended Offer to Remain Open Until May 12th NEWPORT BEACH, Calif.,
May 1 /PRNewswire/ -- General William Lyon today announced that he
will amend his tender offer for all the outstanding shares of
William Lyon Homes (NYSE:WLS) common stock not already owned by him
by increasing the offer price to $109.00 per share and by extending
the expiration date until 12:00 midnight, New York City time, on
Friday, May 12, 2006. The special committee of the board of
directors of William Lyon Homes, consisting of three independent
directors, has determined that it will recommend that stockholders
tender their shares in connection with the amended offer. The
revised offer price represents a premium of approximately 44% over
the closing price of William Lyon Homes common stock on March 16,
2006, the last trading day prior to the announcement of the tender
offer, an increase of approximately 17% over the original offer
price of $93.00, and an increase of 9% over the last amended offer
price of $100.00. General Lyon noted: "I believe that this, my best
and final offer, has sufficient stockholder support to allow me to
complete the offer on May 12, subject, of course, to satisfaction
of the offer conditions. I will not increase the offer price any
further." If the offer is completed, General Lyon has also agreed
to pay stockholders who have validly tendered their shares as of
the expiration date of the offer any incremental price difference
should General Lyon acquire additional shares of William Lyon Homes
at a price higher than $109.00 per share during the 90-day period
following the offer. All other terms and conditions of the amended
offer remain the same, as set forth in the tender offer materials
disseminated by General Lyon. In particular, the amended offer is
subject to the non-waivable condition that there shall have been
validly tendered and not withdrawn before the amended offer expires
at least a majority of the shares (including shares issued upon the
exercise of vested options prior to the expiration of the amended
offer) not owned by General Lyon, The William Harwell Lyon 1987
Trust, The William Harwell Lyon Separate Property Trust and the
officers and directors of William Lyon Homes immediately prior to
the commencement of the original offer. The amended offer is also
subject to additional conditions described in the tender offer
materials, including the condition that General Lyon receive the
proceeds under his financing commitment from Lehman Commercial
Paper Inc. and Lehman Brothers Inc. (which commitment has been
increased in connection with the increase in the offer price). If
the conditions to the offer are satisfied or waived on the
expiration date, stockholders who have already tendered their
shares will receive the increased offer price of $109.00 per share
and need not take any additional action to receive such price.
Based on preliminary information, Computershare Trust Company of
New York, the depositary for the offer, has advised General Lyon
that 969,501 shares were tendered and not withdrawn as of midnight
on Friday, April 28, 2006. General Lyon subsequently has received a
binding commitment from a stockholder to tender at the increased
offer price an additional 308,900 shares which, together with the
shares previously tendered, would be sufficient to satisfy the
majority of the minority condition. In addition, Wade H. Cable,
President and Chief Operating Officer of William Lyon Homes, who
controls 247,708 shares held in a family trust and who holds
employee stock options to acquire up to an additional 50,000
shares, has informed General Lyon and the special committee of his
intention to tender all shares owned or controlled by him if the
majority of the minority condition is or appears likely to be
satisfied. The shares previously tendered, together with the shares
committed to be tendered, the shares owned or controlled by Mr.
Cable and the shares already owned by General Lyon, The William
Harwell Lyon 1987 Trust and The William Harwell Lyon Separate
Property Trust, represent approximately 89.3% of William Lyon
Homes' outstanding common stock on a fully-diluted basis. General
Lyon will supplement his Offer to Purchase and amend his tender
offer and Rule 13e-3 transaction statements, and William Lyon Homes
will amend its solicitation/recommendation statement (in each case
on file with the U.S. Securities and Exchange Commission), shortly
to reflect the increased offer price and other relevant changes.
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, for General William Lyon
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