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BBX Capital (BBX) to Commence Cash Tender Offer for Shares of its Class A Common Stock

March 14, 2018 7:58 AM EDT

BBX Capital Corporation (NYSE: BBX) announced today that it intends to commence a cash tender offer to purchase up to 6,486,486 shares of its Class A Common Stock at a purchase price of $9.25 per share. The closing share price of BBX Capital's Class A Common Stock on March 13, 2018, the last trading day prior to today's announcement, was $9.18. The shares proposed to be purchased in the tender offer represent approximately 7.6% of the total number of outstanding shares of BBX Capital's Class A Common Stock and would involve an aggregate purchase price of approximately $60 million. If the tender offer is commenced and completed and more than 6,486,486 shares are tendered in the tender offer, BBX Capital will purchase shares from its shareholders who properly tender shares, on a pro rata basis, based on the aggregate number of shares tendered.

The terms and conditions of the tender offer will be described in an offer to purchase and related letter of transmittal that will be mailed to BBX Capital's shareholders shortly after commencement of the tender offer. The tender offer will be subject to certain conditions described in the offer to purchase. BBX Capital currently anticipates commencing the tender offer within five business days. The tender offer will be held open for at least twenty business days following its commencement, and tenders of shares must be made prior to the expiration of the tender offer period.

None of BBX Capital, its Board of Directors, the Information Agent for the tender offer or the Depositary for the tender offer will make any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the tender offer. Shareholders must make their own decision as to how many shares they will tender, if any.

Important Information About the Tender Offer

BBX Capital has not yet commenced the tender offer referred to in this press release. This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. This press release is for informational purposes only. The offer to purchase the shares of BBX Capital's Class A Common Stock and the solicitation of the shares will be made only pursuant to the offer to purchase and the related letter of transmittal, which are expected to be mailed to BBX Capital's shareholders shortly after commencement of the tender offer. BBX Capital's shareholders should read those materials and the documents incorporated therein by reference carefully when they become available because they will contain important information, including the various terms and conditions of the tender offer. If the tender offer is commenced, BBX Capital will also file a Tender Offer Statement on Schedule TO (the "Tender Offer Statement") with the Securities and Exchange Commission (the "SEC"). The Tender Offer Statement, including the offer to purchase, the letter of transmittal, and other related materials, will also be available to BBX Capital's shareholders at no charge on the SEC's website at www.sec.gov. BBX Capital's other public filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are also available for free on the SEC's website at www.sec.gov. When available, BBX Capital's shareholders may also obtain the offer to purchase, letter of transmittal and other related materials in connection with the tender offer by contacting Georgeson Inc., the Information Agent for the tender offer, toll-free at (800) 248-7690. BBX Capital's shareholders are urged to carefully read these materials prior to making any decision with respect to the tender offer.



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