BBX Capital Announces Intention to Commence a Cash Tender Offer for Shares of its Class A Common Stock

BBX Capital, Inc. (OTCQX: BBXIA) (PINK: BBXIB) (the “Company”) announced today that it intends to commence a cash tender offer to purchase up to 500,000 shares of its Class A Common Stock at a purchase price of $8.00 per share. The closing price of the Company’s Class A Common Stock on November 14, 2023 was $7.75 per share.

If the tender offer is commenced and completed, the total purchase price for the shares proposed to be purchased would be $4,000,000. If more than 500,000 shares are tendered in the tender offer, then, subject to the terms and conditions of the tender offer, the Company will purchase shares from shareholders who properly tender shares on a pro rata basis based on the aggregate number of shares tendered.

The terms and conditions of the tender offer will be described in an offer to purchase and related letter of transmittal that will be mailed to the Company’s shareholders shortly after commencement of the tender offer. The tender offer will be subject to certain conditions described in the offer to purchase. The Company currently anticipates commencing the tender offer within five business days. The tender offer will be held open for at least twenty business days following its commencement. To be valid, tenders of shares must be made prior to the expiration of the tender offer period and otherwise in accordance with the instructions for tendering shares to be set forth in the offer to purchase and related letter of transmittal.

None of the Company or its Board of Directors, the Information Agent for the tender offer or the Depositary for the tender offer will make any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the tender offer. Shareholders must make their own decision as to how many shares they will tender, if any.

Important Information About the Tender Offer

The Company has not yet commenced the tender offer referred to in this press release. This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. This press release is for informational purposes only. The offer to purchase the shares of the Company’s Class A Common Stock and the solicitation of the shares will be made only pursuant to the offer to purchase and related letter of transmittal, which are expected to be mailed to the Company’s shareholders shortly after commencement of the tender offer. The Company’s shareholders should read those materials and the documents incorporated therein by reference carefully when they become available because they will contain important information, including the various terms and conditions of the tender offer. If the tender offer is commenced, the Company will also file a Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) with the Securities and Exchange Commission (the “SEC”), which will include as exhibits, among other things, the offer to purchase and related letter of transmittal and other tender offer materials. The Tender Offer Statement, including the offer to purchase and related letter of transmittal and other tender offer materials, will be available free of charge on the SEC’s website at www.sec.gov and on the Company’s website at www.bbxcapital.com. The Company’s other public filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, are also available free of charge on the SEC’s website at www.sec.gov and on the Company’s website at www.bbxcapital.com. When available, the Company’s shareholders may also obtain the offer to purchase, letter of transmittal and other related materials in connection with the tender offer by contacting MacKenzie Partners, Inc., the Information Agent for the tender offer, toll-free at [phone]. The Company’s shareholders are urged to carefully read these materials prior to making any decision with respect to the tender offer.