Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 21 2018 - 4:07PM
Edgar (US Regulatory)
Filed by AV Homes, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Deemed filed under Rule
14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: AV Homes, Inc.
Commission File No.:
001-07395
Team,
Since the announcement of the pending acquisition by
Taylor Morrison two weeks ago, weve been working to bring you more color on Taylor Morrison.
Last week I sat down with Chairman and CEO Sheryl
Palmer to discuss the benefits of the two businesses coming together, the opportunities ahead and the vibrant culture Taylor Morrison is known for.
I
invite you to view the video below and I hope it excites you about the organization AV Homes will be a part of.
<VIDEO LINK FROM AV HOMES
INTRANET>
Were committed to communicating what we know when we know it. Until then, thank you for delivering for our homeowners and staying
focused on
quarter-end.
Sincerely,
Roger A. Cregg
President and Chief Executive Officer
Additional Information about the Merger and Where to Find It:
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In connection with the
proposed transaction between Taylor Morrison and AV Homes, Taylor Morrison will file with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form
S-4
that will
include a Proxy Statement of AV Homes that also constitutes a Prospectus of Taylor Morrison (the Proxy Statement/Prospectus). AV Homes plans to mail to its shareholders the definitive Proxy Statement/Prospectus in connection with the
transaction. INVESTORS AND SECURITY HOLDERS OF AV HOMES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT TAYLOR MORRISON, AV HOMES, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Taylor Morrison and
AV Homes through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by Taylor Morrison in the Investor Relations section of Taylor
Morrisons website at http://investors.taylormorrison.com or by contacting Taylor Morrisons Investor Relations at investor@taylormorrison.com or by calling
(480) 734-2060,
and will be able to
obtain free copies of the documents filed with the SEC by AV Homes in the Investor Relations section of AV Homes website at http://investors.avhomesinc.com or by contacting AV Homes Investor Relations at m.burnett@avhomesinc.com or by
calling
(480) 214-7408.
Forward Looking Statements:
Some of the statements in this communication are forward-looking statements (or forward-looking information) within the meaning of applicable U.S. securities
laws. These include statements using the words believe, target, outlook, may, will, should, could, estimate, continue, expect,
intend, plan, predict, potential, project, intend, estimate, aim, on track, target, opportunity, tentative,
positioning, designed, create, seek, would, upside, increases, goal, guidance and anticipate, and similar statements (including
where the word could, may, or would is used rather than the word will) and the negative of such words and phrases, which do not describe the present or provide information about the past. There is no
guarantee that the expected events or expected results will actually occur. Such statements reflect the current views of management of Taylor Morrison or AV Homes and are subject to a number of risks and uncertainties. These statements are based on
many assumptions and factors, including general economic and market conditions, industry conditions, operational and other factors. Any changes in these assumptions or other factors could cause actual results to differ materially from current
expectations. All forward-looking statements attributable to AV Homes, or persons acting on either on its behalf, and are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be
placed on such statements. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the integration of Taylor Morrison and
AV Homes and the ability to recognize the anticipated benefits from the combination of Taylor Morrison and AV Homes; the risk associated with AV Homes ability to obtain the shareholder approval required to consummate the merger and the timing
of the closing of the merger, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the outcome of any legal proceedings that may be
instituted against the parties and others related to the merger agreement; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the
transaction; risks relating to the value of the Taylor Morrison common stock to be issued in connection with the transaction; the anticipated size of the markets and continued demand for Taylor Morrisons and AV Homes homes and the impact
of competitive responses to the announcement of the transaction; access to available financing on a timely basis and on reasonable terms, including the refinancing of Taylor Morrison and AV Homes debt to fund the cash portion of the consideration in
connection with the transaction. Additional risks are described under the heading Risk Factors in Taylor Morrisons Annual Report on Form
10-K
for the year ended December 31, 2017, filed
with the U.S. Securities and Exchange Commission (the SEC) on February 21, 2018 and in AV Homes Annual Report on Form
10-K
for the year ended December 31, 2017 filed with the SEC on
February 23, 2018. Forward-looking statements speak only as of the date they are made. Except as required by law, neither Taylor Morrison nor AV Homes has any intention or obligation to update or to publicly announce the results of any
revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.
Participants in the Merger Solicitation
Taylor Morrison, AV Homes and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of AV Homes in connection with the transaction, including a
description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus described above when it is filed with the SEC. Additional information regarding Taylor
Morrisons directors and executive officers is also included in Taylor Morrisons proxy statement for its 2018 Annual Meeting of Shareholders, which was filed with the SEC on April 17, 2018, or its Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on February 21, 2018, and information regarding AV Homes directors and executive officers is also included in AV Homes
proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2018, or its Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed
with the SEC on February 23, 2018. These documents are available free of charge as described above.
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