SCOTTSDALE, Ariz., Sept. 19, 2018 /PRNewswire/ -- Taylor
Morrison Home Corporation (NYSE: TMHC) ("Taylor Morrison")
announced today that the election deadline by which stock holders
of AV Homes, Inc. (NASDAQ: AVHI) ("AV Homes") may elect the form of
merger consideration they wish to receive in connection with the
pending merger between AV Homes and a subsidiary of Taylor Morrison
will be 5:00 p.m. Eastern Time on
September 27, 2018. Pursuant to the
merger agreement between AV Homes and Taylor Morrison (the "Merger
Agreement"), AV Homes stockholders may elect to receive
consideration per share of common stock of AV Homes consisting of
(i) $21.50 in cash, without interest
(subject to the proration procedures described in the proxy
statement/prospectus dated August 27,
2018), (ii) 0.9793 validly issued, fully paid and
nonassessable shares of Taylor Morrison Class A common stock
(subject to the proration procedures described in the proxy
statement/prospectus dated August 27,
2018) or (iii) a combination of $12.64 in cash, without interest, and 0.4034
validly issued, fully paid and nonassessable shares of Taylor
Morrison Class A common stock. AV Homes and Taylor Morrison
anticipate that the merger will close on October 2, 2018, subject to the satisfaction of
customary closing conditions including adoption of the Merger
Agreement by AV Homes stockholders.
AV Homes stockholders wishing to make an election must deliver
to Computershare Trust Company, N.A. ("Computershare") a properly
completed election form and any other applicable election materials
by the election deadline of 5:00 p.m.
Eastern Time on September 27,
2018. AV Homes stockholders that hold their shares through a
bank, broker or other nominee may be subject to an earlier deadline
for making their elections, based on the instructions of their
banks, brokers or other nominees.
Each AV Homes stockholder will receive cash in lieu of any
fractional shares of Taylor Morrison Class A common stock that the
stockholder otherwise would be entitled to receive. Each AV Homes
stockholder that does not submit properly completed election
materials to Computershare, or revokes an election, by the election
deadline will be treated as having elected to receive a combination
of $12.64 in cash, without interest,
and 0.4034 validly issued, fully paid and nonassessable shares of
Taylor Morrison Class A common stock per share of common stock of
AV Homes.
All of the documents necessary to make an election were
previously mailed on or about August 27,
2018 to AV Homes stockholders of record as of August 24, 2018. AV Homes record stockholders
with questions regarding the election process should contact
Georgeson LLC, the information agent for the election, at (800)
891-3214 as soon as possible. AV Homes stockholders holding shares
of AV Homes common stock in "street name" should contact their
bank, broker or other nominee with questions regarding the election
process.
A more detailed description of the merger consideration and the
proration procedures applicable to elections is contained in the
proxy statement / prospectus dated August
27, 2018. AV Homes stockholders are urged to read the proxy
statement / prospectus carefully and in its entirety.
Advisors
Citigroup Global Markets, Inc. served as the financial advisor
to Taylor Morrison and Paul, Weiss, Rifkind, Wharton &
Garrison LLP acted as Taylor Morrison's legal counsel. J.P.
Morgan Securities LLC and Moelis & Company LLC served as
the financial advisors to AV Homes and Wachtell, Lipton,
Rosen & Katz acted as AV Homes' legal counsel.
About Taylor Morrison
Taylor Morrison Home Corporation (NYSE: TMHC) is a leading
national homebuilder and developer that has been recognized as the
2016, 2017 and 2018 America's Most Trusted® Home
Builder by Lifestory Research. Based in Scottsdale, Arizona we operate under two
well-established brands, Taylor Morrison and Darling Homes. We
serve a wide array of consumer groups from coast to coast,
including first-time, move-up, luxury, and 55 plus
buyers. In Texas, Darling Homes
builds communities with a focus on individuality and custom detail
while delivering on the Taylor Morrison standard of excellence.
For more information about Taylor Morrison and Darling Homes
please visit www.taylormorrison.com or
www.darlinghomes.com.
Forward-Looking Statements
Some of the statements in this communication are forward-looking
statements (or forward-looking information) within the meaning of
applicable U.S. securities laws. These include statements using the
words "believe," "target," "outlook," "may," "will," "should,"
"could," "estimate," "continue," "expect," "intend," plan,"
"predict," "potential," "project," "intend," "estimate," "aim," "on
track," "target," "opportunity," "tentative," "positioning,"
"designed," "create," "seek," "would," "upside," "increases,"
"goal," "guidance" and "anticipate," and similar statements
(including where the word "could," "may," or "would" is used rather
than the word "will") and the negative of such words and phrases,
which do not describe the present or provide information about the
past. There is no guarantee that the expected events or
expected results will actually occur. Such statements reflect
the current views of management of Taylor Morrison and AV Homes and
are subject to a number of risks and uncertainties. These
statements are based on many assumptions and factors, including
general economic and market conditions, industry conditions,
operational and other factors. Any changes in these
assumptions or other factors could cause actual results to differ
materially from current expectations. All forward-looking
statements attributable to Taylor Morrison and AV Homes, or persons
acting on their behalf, are expressly qualified in their entirety
by the cautionary statements set forth in this paragraph. Undue
reliance should not be placed on such statements. In addition,
material risks that could cause actual results to differ from
forward-looking statements include: the inherent uncertainty
associated with financial or other projections; the integration of
Taylor Morrison and AV Homes and the ability to recognize the
anticipated benefits from the combination of Taylor Morrison and AV
Homes; the risk associated with AV Homes' ability to obtain the
stockholder approval required to consummate the merger and the
timing of the closing of the merger, including the risk that the
conditions to the transaction are not satisfied on a timely basis
or at all and the failure of the transaction to close for any other
reason; the outcome of any legal proceedings that may be instituted
against the parties and others related to the merger agreement;
unanticipated difficulties or expenditures relating to the
transaction, the response of business partners and retention as a
result of the announcement and pendency of the transaction; risks
relating to the value of the Taylor Morrison common stock to be
issued in connection with the transaction; the anticipated size of
the markets and continued demand for Taylor Morrison's and AV
Homes' homes and the impact of competitive responses to the
announcement of the transaction; access to available financing on a
timely basis and on reasonable terms, including the refinancing of
Taylor Morrison and AV Homes debt to fund the cash portion of the
consideration in connection with the transaction. Additional risks
are described under the heading "Risk Factors" in Taylor Morrison's
Annual Report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities
and Exchange Commission (the "SEC") on February 21, 2018 and in AV Homes' Annual Report
on Form 10-K for the year ended December 31,
2017 filed with the SEC on February
23, 2018. Forward-looking statements speak only as of the
date they are made. Except as required by law, neither Taylor
Morrison nor AV Homes has any intention or obligation to update or
to publicly announce the results of any revisions to any of the
forward-looking statements to reflect actual results, future events
or developments, changes in assumptions or changes in other factors
affecting the forward-looking statements.
Important Additional Information and Where to Find It
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In connection with
the proposed transaction between Taylor Morrison and AV Homes,
Taylor Morrison has filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-4 that includes a
Proxy Statement of AV Homes that also constitutes a Prospectus of
Taylor Morrison (the "Proxy Statement/Prospectus"). AV Homes has
mailed to its shareholders the definitive Proxy
Statement/Prospectus in connection with the transaction. INVESTORS
AND SECURITY HOLDERS OF AV HOMES ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT TAYLOR MORRISON, AV HOMES,
THE TRANSACTION AND RELATED MATTERS. Investors and security holders
may obtain free copies of the Proxy Statement/Prospectus and other
documents filed with the SEC by Taylor Morrison and AV Homes
through the website maintained by the SEC at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Taylor Morrison in the Investor
Relations section of Taylor Morrison's website at
http://investors.taylormorrison.com or by contacting Taylor
Morrison's Investor Relations at
investor@taylormorrison.com or by calling (480) 734-2060, and
may obtain free copies of the documents filed with the SEC by AV
Homes in the Investor Relations section of AV Homes' website at
http://investors.avhomesinc.com or by contacting AV Homes'
Investor Relations at m.burnett@avhomesinc.com or by calling
(480) 214-7408.
Participants in the Merger Solicitation
Taylor Morrison, AV Homes and certain of their respective
directors, executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of AV Homes in connection with the
transaction, including a description of their respective direct or
indirect interests, by security holdings or otherwise, is included
in the Proxy Statement/Prospectus described above. Additional
information regarding Taylor Morrison's directors and executive
officers is also included in Taylor Morrison's proxy statement for
its 2018 Annual Meeting of Shareholders, which was filed with the
SEC on April 17, 2018, or its Annual
Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC
on February 21, 2018, and information
regarding AV Homes' directors and executive officers is also
included in AV Homes' proxy statement for its 2018 Annual Meeting
of Stockholders, which was filed with the SEC on April 18, 2018, or its Annual Report on Form 10-K
for the year ended December 31, 2017,
which was filed with the SEC on February 23,
2018. These documents are available free of charge as
described above.
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SOURCE Taylor Morrison Home Corporation
