Diamond Resorts Corporation issued the following statement on today’s Bluegreen Corporation (NYSE:BXG) shareholder vote approving the merger with BFC Financial (OTCBB:BFCF):
“We are extremely disappointed with the course of events and shocking lapse of governance and fiduciary responsibility demonstrated by the Bluegreen Corporation Board of Directors. Last Friday, Diamond Resorts offered to buy Bluegreen in a superior all-cash bid of $6.25 per share, a substantial premium over BXG closing price on June 15, 2012 and a substantial premium over the merger proposal with BFC Financial. We asked the Board of Directors to postpone the shareholder vote on the BFC Financial merger proposal and allow us to do due diligence as part of our superior all-cash offer. The Special Committee of the Bluegreen Board of Directors rejected our proposal without any discussion and without alerting Bluegreen shareholders of our offer. Only after we made public our offer to purchase, the Special Committee then communicated to us that lacking a firm financing commitment, they would not be in a position to evaluate our offer. Upon receipt of this communication, we sent to the Special Committee this morning a financing commitment letter from Guggenheim Partners, which along with its affiliates has $125 billion of assets under management. In this letter, Guggenheim agreed to fully underwrite our purchase of 100% of the equity of Bluegreen. Despite this firm financing letter, the Board of Directors did not postpone today’s vote, did not disclose to the public the receipt of the financing commitment, and allowed shareholders to vote on a clearly inferior transaction at a price materially below where the stock is trading. We think this failure of governance is stunning.”
Diamond Resorts, with global headquarters in Las Vegas, Nevada, is one of the largest hospitality companies in the world with more than 200 branded and affiliated resorts and over 27,000 guest beds in 28 countries with destinations throughout the continental United States and Hawaii, Canada, Mexico, the Caribbean, Europe, Asia, Australia and Africa. Offering simplicity, choice and comfort to more than 418,000 owners and members through the branded hospitality service of approximately 5,000 team members worldwide, Diamond Resorts is dedicated to providing its guests with effortless and relaxing vacation experiences every time, for a lifetime.