SOURCE: BFC Financial Corporation and BBX Capital
BFC Financial Corporation ("BFC") (OTCQB: BFCF) (OTCQB: BFCFB) and BBX Capital Corporation ("BBX Capital") (NYSE: BBX)
announced today that the companies' previously announced merger has
been completed. Consummation of the merger occurred following the
special meeting of BBX Capital's shareholders. At the special meeting,
the merger agreement was approved by holders of shares of BBX Capital's
Class A Common Stock and Class B Common Stock representing approximately
97% of the total number of votes entitled to be cast on the merger
agreement. It was also approved by the holders of approximately 98% of
the unaffiliated shares of BBX Capital's Class A Common Stock which
voted on the merger and by approximately 70% of the outstanding
unaffiliated shares of BBX Capital's Class A Common Stock.
Under
the terms of the merger agreement, BBX Capital's shareholders were
entitled to elect to receive, for each share of BBX Capital's Class A
Common Stock that they owned at the effective time of the merger, $20.00
in cash, without interest, or 5.4 shares of BFC's Class A Common Stock.
Based on information received to date from the exchange agent for the
merger, and subject to compliance with the procedures for elections made
with a notice of guaranteed delivery, stock elections were made by
holders with respect to approximately 2,241,000 shares of BBX Capital's
Class A Common Stock and these holders will receive an aggregate of
approximately 12.1 million shares of BFC's Class A Common Stock. The
balance of the shares of BBX Capital's Class A Common Stock entitling
the holders to merger consideration will receive cash consideration
totaling approximately $16.7 million.
Jarett S. Levan, President
and Acting Chairman, Chief Executive Officer and President of BFC,
stated, "BFC has held a meaningful stake in BBX Capital since 1987, and
we are extremely pleased that we have completed the merger and combined
the companies. We believe the merger will benefit our shareholders,
simplify the current ownership structure of the companies and create
potential efficiencies and savings, including reducing the legal and
accounting fees and other costs associated with operating and
maintaining multiple public companies."
As a result of the
closing of the merger, BBX Capital has ceased to be a publicly traded
company and its Class A Common Stock will no longer be traded on the
NYSE.
About BFC Financial Corporation:BFC (OTCQB: BFCF) (OTCQB: BFCFB)
is a holding company whose principal holdings include BBX Capital and
Bluegreen Corporation. As of September 30, 2016, BFC had total
consolidated assets of $1.4 billion, shareholders' equity attributable
to BFC of $400.6 million, and total consolidated equity of $508.7
million. BFC's book value per share at September 30, 2016 was $4.70.
About BBX Capital:BBX
Capital is involved in the acquisition, ownership and management of
joint ventures and investments in real estate and real estate
development projects, as well as acquisitions, investments and
management of middle market operating businesses.
About Bluegreen Corporation:Founded
in 1966 and headquartered in Boca Raton, FL, Bluegreen is a sales,
marketing and resort management company, focused on the vacation
ownership industry and pursuing a capital-light business strategy.
Bluegreen manages, markets and sells the Bluegreen Vacation Club, a
flexible, points-based, deeded vacation ownership plan with more than
200,000 owners, 66 owned or managed resorts, and access to more than
4,500 resorts worldwide. Bluegreen also offers a portfolio of
comprehensive, turnkey, fee-based services, including resort management
services, financial services, and sales and marketing services, to or on
behalf of third parties.
BFC Financial Corporation: www.BFCFinancial.comBBX Capital: www.BBXCapital.comBluegreen Corporation: www.BluegreenVacations.com
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