General William Lyon Announces Expiration of Tender Offer for William Lyon Homes Shares; Expects Lyon Family Ownership to Excee
May 15 2006 - 9:00AM
PR Newswire (US)
Plans to Complete Short-Form Merger Following Expiration of
Subsequent Offering Period NEWPORT BEACH, Calif., May 15
/PRNewswire/ -- General William Lyon today announced the expiration
of his tender offer to purchase all of the outstanding shares of
the common stock of William Lyon Homes (NYSE:WLS) not already owned
by him for $109.00 net per share in cash, and that he has accepted
for payment all shares validly tendered and not withdrawn in the
offer. Based on preliminary information provided by the depositary,
as described in more detail below, the shares tendered, together
with the shares already owned by General Lyon, The William Harwell
Lyon 1987 Trust and The William Harwell Lyon Separate Property
Trust, represent in excess of 90% of the outstanding shares of
William Lyon Homes, thereby enabling General Lyon to effect a
short-form merger with the Company under Delaware law. General Lyon
intends to complete the short-form merger as soon as practicable
following the expiration on May 17, 2006 of the subsequent offering
period described below. Stockholders whose shares were validly
tendered and not properly withdrawn prior to the expiration of the
offer will promptly receive the offer price of $109.00 net per
share in cash. Based on preliminary information, Computershare
Trust Company of New York, the depositary for the offer, has
advised General Lyon that 1,645,660 shares were validly tendered
and not withdrawn prior to the expiration of the offer, including
approximately 349,417 shares tendered by notice of guaranteed
delivery. The tendered shares, together with the shares already
owned by General Lyon, The William Harwell Lyon 1987 Trust and The
William Harwell Lyon Separate Property Trust, represent
approximately 90.6% of the shares of William Lyon Homes common
stock currently outstanding. Excluding 20,800 shares tendered thus
far on behalf of Mr. Wade H. Cable, President and Chief Operating
Officer of William Lyon Homes, the number of shares tendered and
not withdrawn represents approximately 73.6% of the outstanding
William Lyon Homes shares not owned by General Lyon, the two Lyon
trusts and the officers and directors of the Company immediately
prior to the commencement of the offer, thereby satisfying the
majority of the minority condition of the offer. Mr. Cable controls
through a family trust an additional 226,908 shares which have not
been tendered, representing approximately 2.6% of the shares
currently outstanding. The final count of shares tendered,
including guaranteed deliveries, will be available by May 18, 2006.
General Lyon also announced that he will provide a subsequent
offering period of three (3) business days, expiring at 12:00
midnight, New York City time, on Wednesday, May 17, 2006, unless
extended. During the subsequent offering period, holders of shares
of William Lyon Homes common stock that were not previously
tendered in the offer may tender their shares in exchange for
$109.00 net per share in cash on the same terms that applied prior
to the initial expiration of the offer. General Lyon will pay for
any shares tendered during the subsequent offering period promptly
after such shares are validly tendered. Shares that are properly
tendered in the offer, whether before or after the commencement of
the subsequent offering period, may not be withdrawn during the
subsequent offering period, as provided by Rule 14d- 7(a)(2) under
the Securities Exchange Act of 1934, as amended. The purpose of the
subsequent offering period is to afford William Lyon Homes
stockholders who did not tender their shares prior to the initial
expiration of the offer more time to tender their shares and
receive the same offer price of $109.00 net per share in cash. All
other terms and conditions of the offer remain the same, as set
forth in the tender offer materials disseminated by General Lyon.
As promptly as practicable after the expiration of the subsequent
offering period, General Lyon intends to effect a merger of William
Lyon Homes with a newly formed Delaware corporation, in which
merger all remaining holders of William Lyon Homes common stock
will receive the same consideration for their shares as the holders
who tendered their shares in the offer. Stockholders who have
already tendered their shares or who tender their shares during the
subsequent offering period will not be entitled to exercise
statutory appraisal rights under Delaware law. General Lyon has
engaged Computershare Trust Company to act as depositary in
connection with the tender offer. Questions and requests for
documentation in connection with the tender offer may be directed
to Georgeson Shareholder Communications Inc., the information agent
for the tender offer, at (800) 868-1362. This press release is
intended for informational purposes only and is not an offer to
buy, a solicitation of an offer to sell or a recommendation to sell
any shares of William Lyon Homes common stock. The solicitation of
offers to sell shares of William Lyon Homes common stock is made
pursuant to a tender offer statement on Schedule TO and an offer to
purchase and related materials filed with the SEC. William Lyon
Homes stockholders and other interested parties are urged to read
the tender offer statement on Schedule TO, the offer to purchase,
William Lyon Homes' Solicitation/Recommendation Statement on
Schedule 14D-9, and other relevant documents filed with the SEC
because they contain important information. Investors can obtain
the tender offer statement and other publicly filed documents
without charge from the web site maintained by the SEC at
http://www.sec.gov/. DATASOURCE: General William Lyon CONTACT:
Thomas Cronin for General William Lyon, +1-212-440-9921
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