Brookfield Homes to Commence Discussions for Merger With Carma Developers
30 Luglio 2010 - 1:22PM
Marketwired
Brookfield Homes Corporation (NYSE: BHS) ("Brookfield Homes") today
announced that it intends to commence discussions with Brookfield
Properties Corporation (TSX: BPO)(NYSE: BPO) ("Brookfield
Properties") regarding a possible merger that would result in the
combination of Brookfield Homes with Carma Developers ("Carma"),
the North American residential land and housing division of
Brookfield Properties with operations principally in Alberta,
Colorado and Texas.
Brookfield Homes believes that a merger with Carma, if
completed, would enhance the value of Brookfield Homes and Carma
through the creation of a diversified North American residential
land and housing company. Brookfield Asset Management Inc., which
beneficially owns approximately 82% of Brookfield Homes and 51% of
Brookfield Properties, has indicated to Brookfield Homes that it is
supportive of commencing such merger discussions.
A committee of independent directors of Brookfield Homes has
been formed to consider a proposed transaction. There can be no
assurance that the independent committee will recommend, or that
the board of directors of Brookfield Homes will approve, a proposed
transaction. Any merger transaction would be subject to the
negotiation of a definitive merger agreement, necessary regulatory
and shareholder approvals and other conditions that are customary
for transactions of this nature involving publicly traded
companies.
Brookfield Homes does not intend to make any additional comments
regarding this matter unless and until a formal definitive
agreement has been reached or the discussions have been
terminated.
If the transaction is pursued and moves forward to a vote of
Brookfield Homes' shareholders, prior to any vote, the parties will
file a registration statement with the U.S. Securities and Exchange
Commission, which will include a proxy statement/prospectus and
other relevant documents concerning the proposed merger
transaction. At that time, shareholders of Brookfield Homes will be
urged to read the proxy statement/prospectus and any other relevant
documents filed with the SEC because they will contain important
information relating to Brookfield Homes, Carma and the proposed
merger. You will be able to obtain the document free of charge at
the website maintained by the SEC at www.sec.gov. In addition, you
may obtain documents filed with the SEC by Brookfield Homes,
including periodic reports and current reports, free of charge by
requesting them in writing from Brookfield Homes, 8500 Executive
Park Avenue, Suite 300, Fairfax, Virginia 22031, Attention: Linda
T. Northwood, or by telephone at (858) 481-2567; e-mail:
investorrelations@brookfieldhomes.com.
The respective directors and executive officers of Brookfield
Homes and Brookfield Properties and other persons may be deemed to
be participants in the solicitation of proxies in connection with
the proposed transaction. Information regarding Brookfield Homes'
directors and executive officers is available in its proxy
statement filed with the SEC on February 26, 2010. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be included in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Brookfield Homes Corporation
Brookfield Homes Corporation is a land developer and
homebuilder. We entitle and develop land for our own communities
and sell lots to third parties. We also design, construct and
market single-family and multi-family homes primarily to move-up
homebuyers. Our portfolio includes over 26,000 lots owned and
controlled in the Northern California; Southland / Los Angeles; San
Diego / Riverside; and Washington D.C. Area markets.
Note: Certain statements in this press release that are not
historical facts, including, without limitation, information
concerning the potential merger with Carma Developers and the
benefits thereof, and those statements preceded by, followed by, or
that include the words "believe", "planned", "anticipate",
"should", "goals", "expected", "potential," "estimate," "targeted,"
"scheduled" or similar expressions, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Undue reliance should not be placed on
forward-looking statements because they involve known and unknown
risks, uncertainties and other factors, which may cause the actual
results to differ materially from the anticipated future results
expressed or implied by such forward-looking statements. Factors
that could cause actual results to differ materially from those set
forward in the forward-looking statements include, but are not
limited to: failure to negotiate terms of a merger agreement;
failure to obtain any required regulatory and shareholder
approvals; failure to realize anticipated benefits of the merger;
changes in general economic, real estate and other conditions;
mortgage rate changes; availability of suitable undeveloped land at
acceptable prices; adverse legislation or regulation; ability to
obtain necessary permits and approvals for the development of our
land; availability of labor or materials or increases in their
costs; ability to develop and market our master-planned communities
successfully; confidence levels of consumers; ability to raise
capital on favorable terms; adverse weather conditions and natural
disasters; relations with the residents of our communities; risks
associated with increased insurance costs or unavailability of
adequate coverage and ability to obtain surety bonds; competitive
conditions in the homebuilding industry, including product and
pricing pressures; and additional risks and uncertainties referred
to in our Form 10-K and other SEC filings, many of which are beyond
our control. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Contacts: Brookfield Homes Corporation Linda Northwood Director,
Investor Relations 858-481-2567 lnorthwood@brookfieldhomes.com
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