PICO Holdings, Inc. Announces Its Majority Owned Subsidiary, UCP, Inc., Agrees to a Business Combination With Century Communi...
11 Avril 2017 - 12:15PM
PICO Holdings, Inc. (NASDAQ:PICO) today announced that its majority
owned subsidiary, UCP, Inc., (NYSE.UCP) has entered into a
definitive agreement with Century Communities, Inc. (NYSE.CCS), a
leading homebuilder of single - family homes, townhomes and flats
in select U.S. markets, pursuant to which the two companies have
agreed to merge in a stock-and-cash transaction. The agreement has
been approved by the boards of directors of both companies.
In the merger, each outstanding share of UCP
common stock will be converted into the right to receive $5.32 in
cash and 0.2309 of a newly issued share of Century common stock.
Based on the closing sale price of Century’s common stock as
reported yesterday, the implied value of the total stock and cash
consideration to be received by UCP’s stockholders in the merger is
$11.35 per share. As a result, it is expected that PICO would own,
on a pro-forma basis, approximately 9% of the combined company. The
transaction is expected to close by the end of the third quarter of
2017, subject to customary closing conditions, including the
adoption of the merger agreement by UCP’s stockholders.
As UCP’s largest shareholder, PICO has entered into a voting
agreement pursuant to which it has committed to vote its interest
in UCP for the adoption of the merger agreement. The voting
agreement terminates automatically if the merger agreement is
terminated in accordance with its terms.
About PICO Holdings, Inc.
PICO Holdings is a diversified holding
company. Currently, we believe the highest potential return
to shareholders is from a return of capital to shareholders.
As we monetize assets, rather than reinvest the proceeds, we intend
to return the capital derived therefrom, less any working capital
requirements, back to shareholders through a stock repurchase
program or by other means such as special dividends taking into
effect liquidity requirements, debt covenants and any other
contractual and legal restrictions that may exist at the time.
As of March 31, 2017, our two major investments
were:
- Vidler Water Company, Inc., a water resource and water storage
business; and
- a 56.7% interest in UCP, Inc. (NYSE: UCP), a publicly-traded
homebuilder and land developer in markets located in California,
Washington State, North Carolina, South Carolina and
Tennessee.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Statements in this press release that are not
historical, including statements regarding our business objectives,
the merger involving UCP and the ability of UCP to complete the
merger, and our ability to monetize assets and return capital to
shareholders through stock repurchases or through other means, are
forward-looking statements based on current expectations and
assumptions that are subject to risks and uncertainties.
In addition, a number of other factors may cause
results to differ materially from our expectations, such as: UCP’s
ability to complete the merger, any slow down or downturn in the
housing recovery or in the real estate markets in which UCP and
Vidler operate; fluctuations in the prices of water and water
rights; physical, governmental and legal restrictions on water and
water rights; a downturn in some sectors of the stock market;
general economic conditions; prolonged weakness in the overall U.S.
and global economies; the performance of the businesses; the
continued service and availability of key management personnel; and
potential capital requirements and financing alternatives.
For further information regarding risks and
uncertainties associated with our business, please refer to the
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Risk Factors” sections of our SEC
filings, including our Annual Report on Form 10-K and our Quarterly
Reports on Form 10-Q, copies of which may be obtained by contacting
us at (858) 456-6022 or at http://investors.picoholdings.com.
We undertake no obligation to (and we expressly
disclaim any obligation to) update our forward-looking statements,
whether as a result of new information, subsequent events, or
otherwise, in order to reflect any event or circumstance which may
arise after the date of this press release, except as may otherwise
be required by law. Readers are urged not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release.
This news release was distributed by
GlobeNewswire, www.globenewswire.com.
CONTACT:
Max Webb
Chief Executive Officer
858 652 4114
UCP, Inc. (NYSE:UCP)
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