BFC Financial Corporation
("BFC" or the "Company") (OTCQB: BFCF) and
("Bluegreen") (NYSE: BXG) today announced that, at a special meeting of shareholders held today, Bluegreen shareholders approved the previously announced merger of Bluegreen with Woodbridge Holdings, LLC (“Woodbridge”), a wholly-owned subsidiary of BFC, in an all-cash transaction at a price of $10.00 per share. Over 86% of the total Bluegreen common stock outstanding was voted in favor of the merger, representing over 96% of the shares voted at the meeting.
BFC's Chairman and Chief Executive Officer, Alan B. Levan, commented, "Shareholders have overwhelmingly supported this merger and we look forward to completing this transaction.”
Bluegreen also announced that it issued $75 million of Senior Secured Notes (the “Notes”) in a private transaction entered into by Bluegreen on March 26, 2013 and arranged by BB&T Capital Markets. The Notes mature in March 2020, subject to their terms, covenants and conditions. The proceeds from the Notes offering will be used to fund a portion of the merger consideration.
The parties currently expect to close the merger during the first week of April.
Under the terms of the merger agreement, at the time the merger is effective, each outstanding share of Bluegreen’s Common Stock (other than those shares held directly or indirectly by BFC and shares owned by holders who exercised and perfected their appraisal rights in accordance with Massachusetts law) will be converted into the right to receive $10.00 in cash, without interest thereon and less any applicable withholding taxes.
John M. Maloney Jr., President and Chief Executive Officer of Bluegreen, commented, “We view this merger as a natural progression of the beneficial relationship Bluegreen has enjoyed with BFC since April 2002. This merger is not expected to have any material impact on Bluegreen’s day-to-day operations. Bluegreen owners should continue to expect the same high levels of service, attention, and quality that have helped drive our growth and evolution to date.”