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Forward Looking Statements
Additional Information Regarding the Proposed Merger between BFC
and BBX Capital and Where to Find it
This presentation contains forward-looking statements which are made pursuant to the Safe
Harbor Provision of the Private Securities Litigation Reform Act of 1995 and are also
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
forecasts, projections, future plans or other statements, other than statements of historical
fact, are forward-looking statements. Forward-looking statements are based on
current expectations and involve a number of risks and uncertainties. Actual results, performance, or achievements could differ materially from those
contemplated, expressed, or implied by the forward-looking statements contained herein,
and we can give no assurance that our expectations will prove to be correct or that we
will be successful in achieving long-term growth and profitability or any other goals or expectations described herein. Future results could differ materially as
a result of a variety of risks and uncertainties, many of which are outside of our control.
These risks and uncertainties include, but are not limited to: the impact of economic,
competitive and other factors on our operations, investments and assets; the risk that the legacy BankAtlantic assets retained by BBX Capital in connection
with the sale of BankAtlantic may not be monetized at the values currently ascribed to them;
risks relating to BFC and BBX Capital’s ability to successfully implement
currently anticipated business plans, which may not be realized as anticipated, if at all,
including that acquisitions of or investments in real estate developments, real estate
joint ventures and operating businesses, including Renin, Hoffman’s and Williams & Bennett, may not achieve the returns anticipated, may not be profitable and
will expose us to risks associated with the project or business acquired or in which the
investment was made, including, in the case of Renin, foreign currency exchange risk of
the U.S. dollar compared to the Canadian dollar and Great Britain Pound, as well as the risk that the integration of acquired operating businesses
may not be completed effectively or on a timely basis; investments in real estate
developments, either directly or through joint ventures, will increase our exposure to
downturns in the real estate and housing markets and further expose us to risks associated
with real estate development activities, including that efforts to expand the
entitlements associated with real estate projects may not be successful and that joint venture
partners may not fulfill their obligations; risks relating to Bluegreen, which include,
among other risks detailed in BFC’s filings with the SEC, those inherent to companies operating in the time-share industry; and risks relating to the
currently proposed merger between BFC and BBX Capital, including that the merger may not be
consummated on the currently contemplated terms, when expected, or at all, the risk
that, if consummated, the merger will not result in the benefits expected for the combined company, and the significant costs, including litigation costs
incurred in connection with the merger. This presentation also contains information
regarding the past performance of certain investments and operations and not all of our
investments and operations. Prior or current performance is not a guarantee or indication of future performance, and not all of our past activities and
investments have been described, some of which were not successful and resulted in losses. In
addition to the risks and factors identified above, reference is also made to other
risks and factors detailed in the reports filed by BFC and BBX Capital with the SEC, including, without limitation, those described in the “Risk Factors” section of
the companies’ respective Annual Reports on Form 10-K for the year ended December 31,
2013, filed with the SEC March 17, 2014, and those described in the companies’
respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 12, 2014. We caution that the foregoing
factors are not exclusive. We do not undertake, and specifically disclaim any obligation, to
update or supplement any forward-looking statements.
In connection with the proposed merger between BFC and BBX Capital, BFC has filed a
Registration Statement on Form S-4 with the SEC, which has been declared effective,
and BFC and BBX Capital have mailed to their respective shareholders a joint proxy statement/prospectus concerning the merger. BFC and BBX Capital have
also filed, and may in the future file, other documents with the SEC regarding the merger.
Investors and shareholders of BFC and BBX Capital are urged to read the joint proxy
statement/prospectus and other relevant documents filed with the SEC carefully and in their entirety because they contain important information. Investors and
shareholders of BFC and BBX Capital can obtain copies of the joint proxy statement/prospectus
and other relevant documents filed with the SEC free of charge from the SEC’s
website at www.sec.gov. Copies of the documents filed with the SEC by BFC are also available free of charge on BFC website at www.bfcfinancial.com under the
tab “Investor Relations – Regulatory Info – SEC Filings” or by directing a
request by mail to BFC Financial Corporation, 401 East Las Olas Boulevard, Suite 800, Fort
Lauderdale, Florida 33301, Attention: Corporate Secretary, or by calling 954-940-4900.
Copies of the documents filed with the SEC by BBX Capital are available free of charge
on BBX Capital’s website at www.bbxcapital.com under the tab “Investors – SEC Filings” or by directing a request by mail to BBX Capital Corporation, 401 East
Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary,
or by calling 954-940-4000. This presentation does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. |