MIAMI, Feb. 12, 2018 /PRNewswire/ -- Lennar
Corporation (NYSE: LEN and LEN.B) ("Lennar") announced that it has
completed the previously-announced strategic combination with
CalAtlantic Group, Inc. (NYSE: CAA) ("CalAtlantic").
The transaction, which is in the form of a merger of CalAtlantic
into a wholly-owned subsidiary of Lennar, was overwhelmingly
approved today by both companies' stockholders. Pursuant to the
Certificate of Merger filed in Delaware, the merger will be effective today
at 11:59 PM ET.
Stuart Miller, Chief Executive
Officer of Lennar, said, "We are extremely pleased to announce the
completion of this strategic combination with CalAtlantic, creating
the nation's leading homebuilder. This combination benefits from
overall economic strength, driven by low unemployment, rising
wages, favorable tax reform, higher consumer confidence and strong
housing demand. In this context, the normalization of interest
rates should be offset by these favorable economic
conditions."
Mr. Miller continued, "This combination brought together two
leading homebuilders in familiar
markets with compatible product lines. With stable to
improving market conditions, this combination enables our company
to use local market concentration to drive synergies and
efficiencies in the most strategic markets in the
country."
"As we articulated previously, the
preparation for the integration process has been well
underway and our integration team has made tremendous progress on
the roadmap to begin achieving
direct cost savings, production efficiencies, technology
improvement, consistent underwriting of land acquisitions and
overhead reduction. As we
close this transaction, we are prepared to drive operational
excellence by bringing down direct costs and S,G&A expenses,
and enhancing shareholder value."
Mr. Miller concluded, "We would like to extend a warm welcome to
all of the CalAtlantic associates joining the Lennar family,
including Scott Stowell, currently CalAtlantic's Executive Chairman of the
Board, who will join our Board of Directors and
Jeff McCall, currently CalAtlantic's Chief Financial
Officer, who will become our new Senior Vice President
focusing on corporate services."
Lennar and CalAtlantic are two of the nation's largest
homebuilders, building affordable, move-up and retirement homes for
all generations. As a result
of the combination, Lennar will be the largest homebuilder in
the United States based on
revenues. Lennar will own or control approximately 250,000
homesites and be actively selling homes in approximately 1,300
residential communities in 21 states. In its most recent fiscal
year, Lennar delivered 29,394 single family homes and CalAtlantic
delivered 14,602 single family homes. Both companies also provide
mortgage financing, title insurance and closing services to buyers
of homes they build and to others. In addition, Lennar's Rialto
segment is a vertically integrated asset management platform,
focusing on investing throughout the commercial real estate capital
structure. Lennar's Multifamily segment is a nationwide developer
of high quality multifamily rental properties.
As a result of the merger, CalAtlantic stockholders will receive
with regard to each share of CalAtlantic common stock, 0.885 shares
of Lennar Class A common stock and 0.0177 shares of Lennar Class B
common stock. Stockholders had the option to receive $48.26 per share in cash instead of Lennar stock
with regard up to 24,083,091 shares, and a major CalAtlantic
stockholder had agreed that to the extent stockholders did not
elect to receive cash with regard to the maximum number of shares,
the major stockholder would receive $48.26 per share in cash for the remainder of the
24,083,091 shares. Therefore, the merger consideration will consist
of approximately $1.16 billion in
cash, 82,731,943 shares of Lennar
Class A common stock and 1,654,639
shares of Lennar Class B common stock. Based on closing prices
reported on the New York Stock exchange on Friday, February 9, 2018, the value of the Lennar
Class A and Class B common stock that will be issued in the merger
totaled $4.9 billion.
Lennar may issue additional
shares and pay additional cash in the future as a result of
conversions of convertible debt securities and exercises of
options, restricted stock units and stock appreciation rights that
had been issued by CalAtlantic.
Lennar's strategic combination with CalAtlantic was approved by
approximately 99.4% of the Lennar votes that were cast with regard
to it and approximately 99.9% of
the CalAtlantic shares that were voted with regard to it.
At the Lennar stockholders meeting, Lennar's stockholders also
approved increasing the number of shares of Class A common stock
that Lennar is authorized to issue to 400 million shares from the
previously authorized 300 million shares.
Note regarding forward-looking statements
This press release contains "forward-looking statements," as
that term is defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are
accompanied by words such as "will," "expect," "outlook,"
"anticipate," "intend," "plan," "believe," "seek", "see," "would,"
"target" or other similar words, phrases or expressions and
variations or negatives of these words. Forward-looking statements
by their nature address matters that are, to different degrees,
uncertain, such as the statement that Lennar and its subsidiaries
will be the largest homebuilder in the
United States on the basis of revenues and other statements
that are not historical facts. These statements are based on
current expectations of Lennar's management, but are not
necessarily accurate predictions of future performance.
These forward looking statements are subject to risks,
uncertainties and assumptions. Accordingly, the
forward-looking statements should be evaluated with consideration
given to the risks and uncertainties that could cause actual
results and events to differ materially from those contemplated by
the forward-looking statements, including the possibility that the
future homebuilding revenues of Lennar and its subsidiaries will be
less than expected or that other homebuilders' revenues will be
greater than currently expected by Lennar's management. There is a
description of a number of risks that could affect Lennar and its
subsidiaries in the "Risk Factors" section of Lennar's Annual
Report on Form 10-K for the fiscal year ended November 30, 2017. However it is not possible to
identify all risks that could affect Lennar or to assess the
potential impact of all risks on Lennar's businesses. Additional
information about these and other important factors relating to
Lennar and its businesses can be found in Lennar's filings with the
SEC. Statements in this press release should be evaluated in light
of these factors.
The statements in this press release speak only as of its
date. Lennar undertakes no
obligation to update any forward-looking or other statements to
reflect events or circumstances after this press release is issued,
except as required by applicable laws or regulations.
Where to find additional information about the merger
In connection with the Merger, Lennar filed with the SEC a
registration statement on Form S-4, File No. 333-221738, which
includes a joint proxy statement of Lennar and CalAtlantic that
also constitutes a prospectus with regard to the Lennar shares that
are being issued in the Merger. INVESTORS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER. You can obtain a copy of the joint proxy
statement/prospectus and other documents filed by Lennar or
CalAtlantic with the SEC at the SEC's website www.sec.gov. Copies
of documents filed by Lennar with the SEC are also available free
of charge on Lennar's website www.lennar.com or by contacting
Allison Bober, Investor Relations,
at 305-485-2038.
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SOURCE Lennar Corporation; CalAtlantic Group Incorporated