DENVER, April 2,
2024 /PRNewswire/ -- M.D.C. Holdings, Inc. ("MDC")
(NYSE: MDC), today announced that its stockholders have
approved a proposal to adopt the merger agreement entered into
between MDC and Sekisui House, Ltd. ("Sekisui House") at its
Special Meeting of Stockholders. As previously announced, under the
terms of the agreement, MDC stockholders will receive
US$63.00 per share in cash in
connection with the closing of the transaction. MDC expects to
complete the transaction in the second quarter of 2024, subject to
the satisfaction of customary closing conditions.
Larry Mizel, Founder and Executive Chairman and
David Mandarich, President, CEO and
Director of MDC said, "We appreciate our stockholders' support of
this transaction and look forward to our next chapter as a part of
Sekisui House. We would also like to thank all of our team members
for their unwavering focus as we move closer to becoming part of
the Sekisui House family and a top five homebuilder in the United States."
Approximately 99.8% of the votes cast at the Special Meeting
were voted in favor of adopting the merger agreement. MDC will
disclose the final vote results, as certified by the independent
inspector of elections, on a Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission.
About M.D.C. Holdings
M.D.C. Holdings, Inc. was founded in 1972. MDC's
homebuilding subsidiaries, which operate under the name Richmond
American Homes, have helped more than 240,000 homebuyers achieve
the American Dream since 1977. One of the largest homebuilders in
the nation, MDC is committed to quality and value that is reflected
in each home its subsidiaries build. The Richmond American
companies have operations in Alabama, Arizona, California, Colorado, Florida, Idaho, Maryland, Nevada, New
Mexico, Oregon,
Pennsylvania, Tennessee, Texas, Utah,
Virginia and Washington. Mortgage lending, insurance and
title services are offered by the following MDC subsidiaries,
respectively: HomeAmerican Mortgage Corporation, American Home
Insurance Agency, Inc. and American Home Title and Escrow Company.
M.D.C. Holdings, Inc. stock is traded on the New York Stock
Exchange under the symbol "MDC."
Forward-Looking Statements
This communication includes certain disclosures which contain
"forward-looking statements" within the meaning of the federal
securities laws, including but not limited to those statements
related to the proposed transaction, including financial estimates
and statements as to the expected timing, completion and effects of
the proposed transaction. These forward-looking statements may be
identified by terminology such as "likely," "predicts," "continue,"
"anticipates," "believes," "confident," "could," "estimates,"
"expects," "intends," "target," "potential," "may," "will,"
"might," "plans," "path," "should," "approximately," "our planning
assumptions," "forecast," "outlook" or the negative of such terms
and other comparable terminology. These forward-looking statements,
including statements regarding the proposed transaction, are based
largely on information currently available and management's current
expectations and assumptions, and involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements to be materially different from those
expressed or implied by the forward-looking statements. Although we
believe that the expectations reflected in the forward-looking
statements contained in this communication are reasonable, we
cannot guarantee future results. There is no assurance that our
expectations will occur or that our estimates or assumptions will
be correct, and we caution investors and all others not to place
undue reliance on such forward-looking statements.
Important factors, risks and uncertainties and other factors
that may cause actual results to differ materially from such plans,
estimates or expectations include but are not limited to: (i) the
completion of the proposed transaction on the anticipated terms and
timing, including obtaining required regulatory approvals, and the
satisfaction of other conditions to the completion of the proposed
transaction; (ii) potential litigation relating to the proposed
transaction that could be instituted against MDC or its directors,
managers or officers, including the effects of any outcomes related
thereto; (iii) the risk that disruptions from the proposed
transaction will harm MDC's business, including current plans and
operations, including during the pendency of the proposed
transaction; (iv) the ability of MDC to retain and hire key
personnel; (v) the diversion of management's time and attention
from ordinary course business operations to completion of the
proposed transaction and integration matters; (vi) potential
adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed transaction;
(vii) legislative, regulatory and economic developments; (viii)
potential business uncertainty, including changes to existing
business relationships, during the pendency of the proposed
transaction that could affect MDC's financial performance; (ix)
certain restrictions during the pendency of the proposed
transaction that may impact MDC's ability to pursue certain
business opportunities or strategic transactions; (x)
unpredictability and severity of catastrophic events, including but
not limited to acts of terrorism, outbreaks of war or hostilities
or the COVID-19 pandemic, as well as management's response to any
of the aforementioned factors; (xi) the possibility that the
proposed transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
(xii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the proposed
transaction, including in circumstances requiring MDC to pay a
termination fee; (xiii) those risks and uncertainties set forth
under the headings "Forward Looking Statements" and "Risk Factors"
in MDC's most recent Annual Report on Form 10-K, as such risk
factors may be amended, supplemented or superseded from time to
time by other reports filed by MDC with the SEC from time to time,
which are available via the SEC's website at www.sec.gov; and (xiv)
those risks that are described in the Proxy Statement that was
filed with the SEC and is available from the sources indicated
below.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the Proxy Statement filed
with the SEC in connection with the proposed transaction. There can
be no assurance that the proposed transaction will be completed, or
if it is completed, that it will close within the anticipated time
period. These factors should not be construed as exhaustive and
should be read in conjunction with the other forward-looking
statements. The forward-looking statements relate only to events as
of the date on which the statements are made. MDC undertakes
no duty to update publicly any forward-looking statements except as
required by law, whether as a result of new information, future
events or otherwise. If one or more of these or other risks or
uncertainties materialize, or if our underlying assumptions prove
to be incorrect, our actual results may vary materially from what
we may have expressed or implied by these forward-looking
statements. We caution that you should not place undue reliance on
any of our forward-looking statements. You should specifically
consider the factors identified in this communication that could
cause actual results to differ. Furthermore, new risks and
uncertainties arise from time to time, and it is impossible for us
to predict those events or how they may affect MDC.
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SOURCE M.D.C. Holdings, Inc.
