ARLINGTON, Texas & AUSTIN, Texas--(BUSINESS WIRE)--Sep. 28, 2017--
D.R. Horton, Inc. (NYSE: DHI) (“D.R. Horton”), America’s Builder, and
Forestar Group Inc. (NYSE: FOR) (“Forestar”) today announced the
preliminary results of the elections made by Forestar stockholders
regarding the form of merger consideration they wish to receive in
connection with D.R. Horton’s pending acquisition of approximately 75%
of the currently outstanding shares of Forestar pursuant to that certain
merger agreement by and among D.R. Horton, Forestar and Force Merger
Sub, Inc. (the “merger agreement”).
As previously announced, the cash and stock elections will be subject to
proration and adjustment procedures, as set forth in the merger
agreement. Subject to those proration and adjustment procedures in the
merger agreement, common stockholders of Forestar had the option to
elect to receive, for each share of Forestar common stock held, either
(i) an amount in cash equal to $17.75 (the “cash consideration”) or (ii)
one new share of Forestar common stock (the “stock consideration”). As
previously announced, the deadline for making this election was
5:00 p.m. Eastern time on September 27, 2017 (the “election deadline”).
Based on available information as of the election deadline, the
preliminary election results were:
Holders of 38,259,107 shares of Forestar common stock, or
approximately 91.23% of the outstanding shares of Forestar common
stock, elected to receive the cash consideration (which includes
5,689,880 shares that made elections pursuant to guaranteed delivery
procedures) (the “cash election shares”).
Holders of 4,260,068 shares of Forestar common stock, or approximately
10.16% of the outstanding shares of Forestar common stock, elected to
receive the stock consideration (which includes 266,739 shares that
made elections pursuant to guaranteed delivery procedures) (the “stock
Because the number of shares subject to elections above (42,519,175
shares) exceeds 41,938,936 shares, which was the number of shares of
Forestar common stock outstanding as of the close of business of
September 27, 2017, it appears there are duplicative elections made
pursuant to guaranteed delivery procedures. These duplications will be
eliminated in the final results.
The foregoing results are preliminary only, and final certified results
are not expected to be available until shortly before closing. Based on
the preliminary results described above, cash elections are expected to
be received with respect to more than 75% of the shares of Forestar
common stock outstanding immediately prior to the merger and stock
elections are expected to be received with respect to less than 25% of
the shares of Forestar stock outstanding immediately prior to the
merger. Therefore, the stock election shares and any shares with respect
to which an election was not made prior to the election deadline are
expected to be converted into the right to receive the stock
consideration, and the cash election shares are expected to be converted
into the right to receive a combination of stock consideration and cash
consideration pursuant to the terms set forth in the merger agreement.
After the final results of the merger consideration election process are
determined, the final allocation and proration of merger consideration
will be calculated in accordance with the terms of the merger agreement.
A press release announcing the final election results and merger
consideration will be issued after the final consideration is determined.
The parties are awaiting the approval of the proposed merger by Forestar
stockholders at a special stockholder meeting to be held on October 3,
2017. Forestar stockholders are encouraged to vote their shares if they
have not already done so. In addition to the receipt of Forestar
stockholder approval, the transaction remains subject to other customary
closing conditions. As previously announced, the parties currently
expect to close the merger on October 5, 2017.
About D.R. Horton, Inc.
D.R. Horton, Inc., America’s Builder, has been the largest homebuilder
by volume in the United States for fifteen consecutive years. Founded in
1978 in Fort Worth, Texas, D.R. Horton has operations in 79 markets in
26 states across the United States and closed 44,833 homes in the
twelve-month period ended June 30, 2017. The Company is engaged in the
construction and sale of high-quality homes through its diverse brand
portfolio that includes D.R. Horton, Emerald Homes, Express Homes and
Freedom Homes ranging from $100,000 to over $1,000,000. D.R. Horton also
provides mortgage financing and title services for homebuyers through
its mortgage and title subsidiaries.
About Forestar Group Inc.
Forestar is a residential and mixed-use real estate development company.
As of June 30, 2017, in its core community development business it
owned, directly or through ventures, interests in 48 residential and
mixed-use projects comprised of 4,400 acres of real estate located in 10
states and 14 markets. In addition, it owns interests in various other
assets that have been identified as non-core that it is divesting
opportunistically over time.
Portions of this document may constitute “forward-looking statements” as
defined by the Private Securities Litigation Reform Act of 1995.
Although D.R. Horton and Forestar believe any such statements are based
on reasonable assumptions, there is no assurance that actual outcomes
will not be materially different. All forward-looking statements are
based upon information available to D.R. Horton and Forestar on the date
this release was issued. Neither D.R. Horton nor Forestar undertake any
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. Some
forward-looking statements discuss D.R. Horton’s and Forestar’s plans,
strategies and intentions. They use words such as “expects,” “may,”
“will,” “believes,” “should,” “would,” “could,” “approximately,”
“anticipates,” “estimates,” “targets,” “intends,” “likely,” “projects,”
“positioned,” “strategy,” “future,” and “plans.” In addition, these
words may use the positive or negative or other variations of those
terms. Forward-looking statements also include all other statements in
this press release that are not historical facts.
Factors that may cause the actual results to be materially different
from the future results expressed by the forward-looking statements
include, but are not limited to: Forestar’s ability to obtain requisite
approval from its stockholders, D.R. Horton’s and Forestar’s ability to
satisfy the conditions to closing of the proposed Merger, and other
risks related to the completion of the proposed Merger and actions
related thereto. Additional information about issues that could lead to
material changes in performance is contained in D.R. Horton’s and
Forestar’s respective annual reports on Form 10-K and their respective
most recent quarterly reports on Form 10-Q, all of which are filed with
the Securities and Exchange Commission (the “SEC”). There can be no
assurance that the merger will be completed, or if it is completed, that
it will close within the anticipated time period or that the expected
benefits of the merger will be realized.
This communication may be deemed to be solicitation material in respect
of the Merger. In connection with the Merger, a Registration Statement
on Form S-4 (the “Registration Statement”) has been filed with the SEC
containing a prospectus with respect to the new Forestar common stock to
be issued in the Merger and a proxy statement of Forestar in connection
with the Merger, a copy of which was mailed to Forestar’s stockholders
under separate cover (the “Proxy Statement/Prospectus”). SECURITY
HOLDERS ARE ADVISED TO READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS IN
ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT FORESTAR HAS FILED OR MAY FILE WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER, OR WHICH ARE INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Registration
Statement, Proxy Statement/Prospectus and other relevant documents are
available at no cost at the SEC’s website at http://www.sec.gov.
Investors may also obtain Forestar’s SEC filings in connection with the
Merger, free of charge, from Forestar’s Web site (www.forestargroup.com)
under the link “Investor Relations” and then under the link “Financial
and SEC Reporting” and then under the tab “SEC Filings,” or by directing
a request to Forestar, Charles D. Jehl, Chief Financial Officer.
D.R. Horton, Forestar and their respective directors and certain of
their executive officers may be deemed to be participants in any
solicitation in connection with the proposed Merger. Information
regarding D.R. Horton’s directors and executive officers is available in
D.R. Horton’s proxy statement for the 2017 Annual Meeting of
Stockholders, filed with the SEC on December 9, 2016. Information
regarding Forestar’s directors and executive officers is available in
Forestar’s proxy statement for the 2017 Annual Meeting of Stockholders,
filed with the SEC on March 28, 2017. These documents can be obtained
free of charge from the sources indicated above. Other information
regarding D.R. Horton and Forestar participants in any proxy
solicitation in connection with the proposed Merger and a description of
their direct and indirect interests, by security holdings or otherwise,
is contained in the Proxy Statement/Prospectus and other relevant
materials filed with the SEC.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170928005421/en/
Source: Forestar Group Inc. and D.R. Horton, Inc.
Jessica Hansen, 817-390-8195
Vice President of
Charles D. Jehl, 512-433-5229
Chief Financial Officer