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BFC Financial And Bluegreen Shareholder Approve Proposed Merger

By RTTNews Staff Writer   ✉  | Published:  | Google News Follow Us  | Join Us
rttnewslogo20mar2024

BFC Financial Corp. (BFCF.PK) on Tuesday said that shareholders of both BFC and Bluegreen Corp. (BXG) approved the proposed merger between the two companies in separate special shareholder meetings.

At the special meeting of Bluegreen's shareholders, holders of 73.05% of Bluegreen's Common Stock outstanding as of the record date established for the meeting voted to approve the merger agreement, BFC Financial said.

At the special meeting of BFC's shareholders, holders of shares representing approximately 78.4% of the total voting power of BFC's Class A Common Stock and Class B Common Stock outstanding as of the record date established for the meeting voted in favor of the merger, BFC Financial noted.

BFC Financial added that its shareholders also approved an amendment of BFC's Articles of Incorporation relating to a reverse split of BFC's Class A Common Stock and Class B Common Stock and a reduction in the authorized number of shares of such stock.

BFC said it currently expects to effect a one-for-eight reverse stock split in connection with the listing of its Class A Common Stock on a national securities exchange, as required by the terms of the merger agreement.

On Monday, Diamond Resorts Corp. had said that it made a proposal to acquire all the outstanding shares of Bluegreen for $6.25 per share in cash, representing a total equity value of about $197 million.

The Diamond Resorts offer an 18% premium above the closing price of Bluegreen's common stock on June 15, and a 17% premium over the all-stock offer proposed by BFC Financial.

Diamond Resorts had said on Monday that its offer was initially submitted to the Bluegreen Board of Directors on June 15, but on June 18, the Special Committee of the Bluegreen Board rejected the proposal without discussion and without informing its shareholders of the superior offer.

Yesterday, Diamond Resorts had reiterated its call for the Board of Directors of the Bluegreen to delay shareholder vote on all-stock merger proposal by BFC Financial.

In November 2011, Bluegreen entered into a definitive agreement with BFC Financial, pursuant to which Bluegreen will become a wholly-owned subsidiary of BFC, which owns about 52% of Bluegreen's Common Stock.

As per the terms of the deal, Bluegreen stockholders will be entitled to receive eight shares of BFC's Class A Common Stock for each share of Bluegreen's Common Stock they hold at the effective time of the merger.

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