DiamondHead Holdings Corp. (NASDAQ: DHHC) (“DiamondHead” or
“DHHC”), a publicly-traded special purpose acquisition company and
Great Southern Homes, Inc. (“GSH”), one of the largest and most
established homebuilders in the Southeastern United States,
announced that DHHC filed a registration statement on Form S-4 (the
“Registration Statement”) with the U.S. Securities and Exchange
Commission (“SEC”) on October 11, 2022.
The Registration Statement contains a preliminary proxy
statement/prospectus in connection with the previously announced
business combination between DHHC and GSH. Although the
Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about DHHC and GSH, as well as the proposed
business combination.
About DHHC
DHHC is a blank check special purpose acquisition company formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses.
About GSH
GSH is one of the largest and most established homebuilders in
the Southeast, having closed at least 10,000 homes over the last
two decades. The Company currently has a presence in South Carolina
and Georgia and focuses on providing high-quality, affordable homes
for the entry-level and first move-up segments. GSH was the 25th
ranked starter-home builder and the 41st ranked single-family
detached home builder in the United States, respectively, based on
2021 home closings according to Pro Builder’s 2022 Housing Giants
Report.
Important Information and Where to Find It
In connection with the proposed transactions, DHHC has filed the
Registration Statement that includes a proxy statement/prospectus
of DHHC in connection with DHHC’s solicitation of proxies for the
vote by DHHC’s stockholders relating to the proposed transactions
and other matters as described in such Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued to GSH’s stockholders in connection with the completion
of the proposed transactions. After the Registration Statement has
been declared effective, DHHC will mail to its stockholders as of
the record date established for voting on the proposed transactions
a definitive proxy statement/prospectus and other relevant
materials, and will hold a special meeting of its stockholders to
obtain the requisite approval by its stockholders of the proposed
transactions and related matters. DHHC’s security holders and
other interested persons are advised to read all relevant documents
filed with the SEC, including the preliminary proxy
statement/prospectus, as these materials contain important
information about DHHC, GSH and the proposed transactions.
Investors and security holders will be able to obtain all relevant
documents filed or to be filed by DHHC with the SEC free of charge
at the SEC’s web site, http://www.sec.gov. In addition, the proxy
statement/prospectus and other documents filed by DHHC with the SEC
may be obtained from DHHC free of charge by directing a request to
the following address: Morrow Sodali LLC, 333 Ludlow Street, 5th
Floor, Stamford, Connecticut 06902, or by calling (800) 662-5200
(for individuals) or (203) 658-9400 (for banks and brokers).
Participants in the Solicitation
DHHC and GSH and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from
DHHC’s stockholders in respect of the proposed transactions.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transactions may be obtained by reading the Registration Statement.
You may obtain free copies of these documents as described in the
preceding paragraph.
Forward-Looking Statements
Certain statements, estimates, targets and projections in this
press release may be considered forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between DHHC and GSH. Forward looking
statements generally relate to future events or involving, or
future performance of, DHHC or GSH. For example, statements
regarding anticipated growth in the industry in which GSH operates
and anticipated growth in demand for GSH’s products, projections of
GSH’s future financial results and other metrics, the satisfaction
of closing conditions to the proposed transaction between DHHC and
GSH and the timing of the completion of the proposed transaction
are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “pro forma”,
“may”, “should”, “could”, “might”, “plan”, “possible”, “project”,
“strive”, “budget”, “forecast”, “expect”, “intend”, “will”,
“estimate”, “anticipate”, “believe”, “predict”, “potential” or
“continue”, or the negatives of these terms or variations of them
or similar terminology. Such forward-looking statements are subject
to risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by DHHC and its
management, and GSH and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (i) the risk that the proposed transaction may not be
completed in a timely manner or at all, which may adversely affect
the price of DHHC’s securities; (ii) the risk that the proposed
transaction may not be completed by DHHC’s business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by DHHC; (iii) the lack of
a third party valuation in determining whether or not to pursue the
proposed transaction; (iv) the amount of the costs, fees, expenses
and other charges related to the proposed transaction; (v) the
outcome of any legal proceedings that may be instituted against
DHHC, GSH, the combined company or others following the
announcement of the business combination agreement relating to the
proposed transaction, the ancillary agreements contemplated thereby
and the transactions contemplated thereby; (vi) the inability to
complete the proposed transaction due to the failure to obtain
approval of the stockholders of DHHC or DHHC’s failure to satisfy
other conditions to closing; (vii) the risk that DHHC will not be
able to raise third-party financing to meet the minimum cash
condition if redemptions of DHHC public shares cause the DHHC trust
account to have insufficient funds (after giving effect to
redemptions) to achieve the minimum cash condition; (viii) changes
to the proposed structure of the proposed transaction that may be
required or appropriate as a result of applicable laws or
regulations; (ix) the ability to meet stock exchange listing
standards following the consummation of the proposed transaction;
(x) the risk that the proposed transaction disrupts current plans
and operations of GSH or diverts management’s attention from GSH’s
ongoing business; (xi) the ability to recognize the anticipated
benefits of the proposed transaction, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, and maintain
relationships with customers and suppliers; (xii) costs related to
the proposed transaction; (xiii) changes in applicable laws or
regulations; (xiv) the possibility that GSH or the combined company
may be adversely affected by other economic, business, regulatory,
and/or competitive factors such as rising interest rates or an
economic downturn; (xv) GSH’s estimates of expenses and
profitability; (xvi) the evolution of the markets in which GSH
competes; (xvii) the ability of GSH to implement its strategic
initiatives; and (xviii) other risks and uncertainties set forth in
the sections entitled “Risk Factors” and “Forward-Looking
Statements” in the Registration Statement, and other documents
filed or to be filed with the SEC by DHHC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements.
Readers are cautioned not to put undue reliance on
forward-looking statements, and DHHC and GSH assume no obligation
and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Neither DHHC nor GSH gives any assurance that either
DHHC or GSH will achieve its expectations. The inclusion of any
statement in this communication does not constitute an admission by
DHHC or GSH or any other person that the events or circumstances
described in such statement are material.
Non-Solicitation
This press release does not constitute (i) a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transactions or (ii) an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase
any security of DHHC, GSH, or any of their respective affiliates.
No such offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221012006138/en/
Investor Relations Contact: Drew Mackintosh Mackintosh
Investor Relations, LLC drew@mackintoshir.com (310) 924-9036
Media Contact: Allen Hutto United Homes Group
allenhutto@greatsouthernhomes.com (803) 665-2764
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