Diamond Resorts Corporation reiterated, in light of the superior all-cash offer made by Diamond Resorts for Bluegreen Corp. (BXG), that its call for the Board of Directors of the Bluegreen to delay tomorrow's shareholder vote on an inferior, undervalued, insider all-stock merger proposal by BFC Financial (BFCF.PK).
Diamond Resorts pointed to a letter sent to the Special Committee of the Board of Directors of Bluegreen by institutional shareholder BHR, which also called for the company to delay voting on the BFC offer until the Special Committee had time to fairly evaluate the competing bids.
On June 15, 2012, Diamond Resorts offered to acquire all the outstanding shares of Bluegreen common stock for $6.25 per share, representing a total equity value of approximately $197 million. Diamond Resorts' proposal is an all-cash offer and represents an 18 percent premium above the closing price of Bluegreen's common stock on June 15, 2012. Without discussion and without informing its shareholders of this superior offer, the Special Committee of the Board of Directors of Bluegreen Corporation notified Diamond Resorts that it was rejecting this proposal out of hand.
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 agreement, 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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