Diamond Resorts Calls On Bluegreen Board To Delay Shareholder Vote On Undervalued, Insider All-Stock Proposed Merger
In light of the superior all-cash offer made by Diamond Resorts Corporation for Bluegreen Corporation (NYSE: BXG), Diamond Resorts today reiterated its call for the Board of Directors of the Bluegreen Corporation to delay tomorrow’s shareholder vote on an inferior, undervalued, insider all-stock merger proposal by BFC Financial (OTC:BB:BFCF). Diamond Resorts pointed to a letter sent today to the Special Committee of the Board of Directors of Bluegreen Corporation by institutional shareholder BHR, which also called for the company to delay voting on the BFC offer until the Special Committee had time to fairly evaluate the competing bids.
On Friday, Diamond Resorts offered to acquire all the outstanding shares of Bluegreen common stock for $6.25 per share, representing a total equity value of approximately $197 million. Diamond Resorts’ proposal is an all-cash offer and represents an 18 percent premium above the closing price of Bluegreen’s common stock on June 15, 2012. Without discussion and without informing its shareholders of this superior offer, the Special Committee of the Board of Directors of Bluegreen Corporation notified Diamond Resorts that it was rejecting this proposal out of hand.
“We continue to be puzzled by the actions taken by the Bluegreen Board of Directors, who have a fiduciary responsibility to do what is in the best interests of all shareholders. We find it curious that Alan Levan, through his public vehicle BFC Financial, is asking shareholders to approve a merger at a price materially below where the stock is trading today,” said Stephen J. Cloobeck, Chairman and CEO of Diamond Resorts. “The positive reaction of the Bluegreen share price to our proposed all-cash takeover offer is very telling. All we are asking is that the Board delay voting on this sweetheart BFC Financial transaction and fairly, and with an open mind consider our superior all-cash offer for the Company.”
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