D.R. Horton, Inc. (NYSE: DHI) (“D.R. Horton”), America’s
Builder, and Forestar Group Inc. (NYSE: FOR) (“Forestar”) today
announced the preliminary results of the elections made by Forestar
stockholders regarding the form of merger consideration they wish
to receive in connection with D.R. Horton’s pending acquisition of
approximately 75% of the currently outstanding shares of Forestar
pursuant to that certain merger agreement by and among D.R. Horton,
Forestar and Force Merger Sub, Inc. (the “merger agreement”).
As previously announced, the cash and stock elections will be
subject to proration and adjustment procedures, as set forth in the
merger agreement. Subject to those proration and adjustment
procedures in the merger agreement, common stockholders of Forestar
had the option to elect to receive, for each share of Forestar
common stock held, either (i) an amount in cash equal to $17.75
(the “cash consideration”) or (ii) one new share of Forestar common
stock (the “stock consideration”). As previously announced, the
deadline for making this election was 5:00 p.m. Eastern time
on September 27, 2017 (the “election deadline”).
Based on available information as of the election deadline, the
preliminary election results were:
- Holders of 38,259,107 shares of
Forestar common stock, or approximately 91.23% of the outstanding
shares of Forestar common stock, elected to receive the cash
consideration (which includes 5,689,880 shares that made elections
pursuant to guaranteed delivery procedures) (the “cash election
shares”).
- Holders of 4,260,068 shares of Forestar
common stock, or approximately 10.16% of the outstanding shares of
Forestar common stock, elected to receive the stock consideration
(which includes 266,739 shares that made elections pursuant to
guaranteed delivery procedures) (the “stock election shares”).
Because the number of shares subject to elections above
(42,519,175 shares) exceeds 41,938,936 shares, which was the number
of shares of Forestar common stock outstanding as of the close of
business of September 27, 2017, it appears there are duplicative
elections made pursuant to guaranteed delivery procedures. These
duplications will be eliminated in the final results.
The foregoing results are preliminary only, and final certified
results are not expected to be available until shortly before
closing. Based on the preliminary results described above, cash
elections are expected to be received with respect to more than 75%
of the shares of Forestar common stock outstanding immediately
prior to the merger and stock elections are expected to be received
with respect to less than 25% of the shares of Forestar stock
outstanding immediately prior to the merger. Therefore, the stock
election shares and any shares with respect to which an election
was not made prior to the election deadline are expected to be
converted into the right to receive the stock consideration, and
the cash election shares are expected to be converted into the
right to receive a combination of stock consideration and cash
consideration pursuant to the terms set forth in the merger
agreement. After the final results of the merger consideration
election process are determined, the final allocation and proration
of merger consideration will be calculated in accordance with the
terms of the merger agreement.
A press release announcing the final election results and merger
consideration will be issued after the final consideration is
determined.
The parties are awaiting the approval of the proposed merger by
Forestar stockholders at a special stockholder meeting to be held
on October 3, 2017. Forestar stockholders are encouraged to vote
their shares if they have not already done so. In addition to the
receipt of Forestar stockholder approval, the transaction remains
subject to other customary closing conditions. As previously
announced, the parties currently expect to close the merger on
October 5, 2017.
About D.R. Horton, Inc.
D.R. Horton, Inc., America’s Builder, has been the largest
homebuilder by volume in the United States for fifteen consecutive
years. Founded in 1978 in Fort Worth, Texas, D.R. Horton has
operations in 79 markets in 26 states across the United States and
closed 44,833 homes in the twelve-month period ended June 30, 2017.
The Company is engaged in the construction and sale of high-quality
homes through its diverse brand portfolio that includes
D.R. Horton, Emerald Homes, Express Homes and Freedom Homes
ranging from $100,000 to over $1,000,000. D.R. Horton also
provides mortgage financing and title services for homebuyers
through its mortgage and title subsidiaries.
About Forestar Group Inc.
Forestar is a residential and mixed-use real estate development
company. As of June 30, 2017, in its core community development
business it owned, directly or through ventures, interests in 48
residential and mixed-use projects comprised of 4,400 acres of real
estate located in 10 states and 14 markets. In addition, it owns
interests in various other assets that have been identified as
non-core that it is divesting opportunistically over time.
Forward-Looking Statements
Portions of this document may constitute “forward-looking
statements” as defined by the Private Securities Litigation Reform
Act of 1995. Although D.R. Horton and Forestar believe any such
statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different.
All forward-looking statements are based upon information available
to D.R. Horton and Forestar on the date this release was issued.
Neither D.R. Horton nor Forestar undertake any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Some
forward-looking statements discuss D.R. Horton’s and Forestar’s
plans, strategies and intentions. They use words such as “expects,”
“may,” “will,” “believes,” “should,” “would,” “could,”
“approximately,” “anticipates,” “estimates,” “targets,” “intends,”
“likely,” “projects,” “positioned,” “strategy,” “future,” and
“plans.” In addition, these words may use the positive or negative
or other variations of those terms. Forward-looking statements also
include all other statements in this press release that are not
historical facts.
Factors that may cause the actual results to be materially
different from the future results expressed by the forward-looking
statements include, but are not limited to: Forestar’s ability to
obtain requisite approval from its stockholders, D.R. Horton’s and
Forestar’s ability to satisfy the conditions to closing of the
proposed Merger, and other risks related to the completion of the
proposed Merger and actions related thereto. Additional information
about issues that could lead to material changes in performance is
contained in D.R. Horton’s and Forestar’s respective annual reports
on Form 10-K and their respective most recent quarterly reports on
Form 10-Q, all of which are filed with the Securities and Exchange
Commission (the “SEC”). There can be no assurance that the merger
will be completed, or if it is completed, that it will close within
the anticipated time period or that the expected benefits of the
merger will be realized.
Additional Information
This communication may be deemed to be solicitation material in
respect of the Merger. In connection with the Merger, a
Registration Statement on Form S-4 (the “Registration Statement”)
has been filed with the SEC containing a prospectus with respect to
the new Forestar common stock to be issued in the Merger and a
proxy statement of Forestar in connection with the Merger, a copy
of which was mailed to Forestar’s stockholders under separate cover
(the “Proxy Statement/Prospectus”). SECURITY HOLDERS ARE ADVISED TO
READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT FORESTAR HAS FILED OR MAY FILE WITH THE SEC
IN CONNECTION WITH THE PROPOSED MERGER, OR WHICH ARE INCORPORATED
BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The
Registration Statement, Proxy Statement/Prospectus and other
relevant documents are available at no cost at the SEC’s website at
http://www.sec.gov. Investors may also obtain Forestar’s SEC
filings in connection with the Merger, free of charge, from
Forestar’s Web site (www.forestargroup.com) under the link
“Investor Relations” and then under the link “Financial and SEC
Reporting” and then under the tab “SEC Filings,” or by directing a
request to Forestar, Charles D. Jehl, Chief Financial Officer.
D.R. Horton, Forestar and their respective directors and certain
of their executive officers may be deemed to be participants in any
solicitation in connection with the proposed Merger. Information
regarding D.R. Horton’s directors and executive officers is
available in D.R. Horton’s proxy statement for the 2017 Annual
Meeting of Stockholders, filed with the SEC on December 9, 2016.
Information regarding Forestar’s directors and executive officers
is available in Forestar’s proxy statement for the 2017 Annual
Meeting of Stockholders, filed with the SEC on March 28, 2017.
These documents can be obtained free of charge from the sources
indicated above. Other information regarding D.R. Horton and
Forestar participants in any proxy solicitation in connection with
the proposed Merger and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
Proxy Statement/Prospectus and other relevant materials filed with
the SEC.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20170928005421/en/
D.R. HortonJessica Hansen, 817-390-8195Vice President of
Investor Relationsjlhansen@drhorton.comorForestar GroupCharles D.
Jehl, 512-433-5229Chief Financial
Officerchuckjehl@forestargroup.com
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