Fort Lauderdale, Fla. and Boca Raton, Fla. – March 28, 2013
– BFC Financial Corporation ("BFC" or the "Company") (OTCQB: BFCF) and Bluegreen Corporation ("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.”
Additional information regarding the merger can be found in filings made by BFC and Bluegreen, including the Notice of Special Meeting of Shareholders and Proxy Statement filed by Bluegreen on February 21, 2013. These and other filings are available at www.sec.gov.
ABOUT BFC FINANCIAL CORPORATION
BFC Financial Corporation (OTCQB: BFCF) is a holding company whose principal holdings include controlling interests in Bluegreen Corporation (NYSE: BXG) and BBX Capital Corporation (NYSE: BBX). For further information, visit www.BFCFinancial.com
ABOUT BLUEGREEN CORPORATION
Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen Corporation (NYSE:BXG) is a leading timeshare sales, marketing and resort management company. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 160,000 owners, over 59 owned or managed resorts, and access to more than 4,000 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based service resort management, financial services, and sales and marketing on behalf of third parties. For more information, visit www.bluegreencorp.com.
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Statements in this release may constitute forward looking statements and are made pursuant to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Forward looking statements are based largely on expectations and are subject to a number of risks and uncertainties including, but not limited to, risks that the merger may not be consummated when expected, on the contemplated terms, or at all; that the potential benefits of the merger may not be realized; risks associated with the incurrence of the Notes and the risks and other factors detailed in the each company’s SEC filings, including those contained in the “Risk Factors” sections of such filings.