Bluegreen Vacations Holding Corporation and Bluegreen Vacations Corporation Announce Closing of Merger
Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) (“BVH”) and Bluegreen Vacations Corporation (NYSE: BXG) (“Bluegreen”) announced today that BVH has consummated its acquisition of all of the approximately 7% of the outstanding shares of Bluegreen’s Common Stock not previously beneficially owned by BVH pursuant to a statutory, short-form merger under Florida law effected on May 5, 2021. As a result of the merger, Bluegreen has become an indirect, wholly owned subsidiary of BVH, and Bluegreen’s shareholders (other than BVH) are entitled to receive 0.51 shares of BVH’s Class A Common Stock for each share of Bluegreen’s Common Stock that they held at the effective time of the merger. Pursuant to the plan of merger, any fractional share of BVH’s Class A Common Stock otherwise resulting from the application of the exchange ratio in the merger will be rounded up to the nearest whole share. As a result of the closing of the merger, Bluegreen’s Common Stock will be suspended from trading on the New York Stock Exchange prior to the opening of trading on May 6, 2021 and will no longer be publicly traded.
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“As of the close of business today, BVH will own 100% of Bluegreen and BVH will be a ‘pure play’ company in the timeshare space,” commented Alan B. Levan, Chairman and Chief Executive Officer of Bluegreen Vacations Holding Corporation. “We believe that going forward this will end confusion in the market as BVH’s results will now reflect 100% of Bluegreen’s results and will address the inefficiencies of two public companies.”
In connection with the merger, BVH’s June 2020 Rights Agreement with American Stock Transfer & Trust Company, LLC, as Rights Agent, was amended to expire upon consummation of the merger. As a result, the preferred share purchase rights previously issued under the Rights Agreement have become null and void, and no preferred share purchase rights will be attached to, or otherwise accompany, the shares of BVH’s Class A Common Stock to be issued in the merger. BVH is taking steps under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to de-register the preferred share purchase rights issued under the Rights Agreement and to delist those preferred share purchase rights from the NYSE. These actions to de-register and delist the preferred share purchase rights are simply administrative in nature and will have no effect on BVH’s Class A Common Stock or Class B Common Stock, which will continue to trade on the NYSE and the OTCQX, respectively, and remain registered under the Exchange Act.