Bluegreen Vacations Holding Corporation (BVH) Announces Its Intention to Acquire Outstanding Shares of Bluegreen Vacations Corporation (BXG) Through a Short-Form Merger

April 5, 2021 7:16 AM EDT

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Bluegreen Vacations Corporation (NYSE: BXG) (“Bluegreen” or “BXG”) announced today that its parent company, Bluegreen Vacations Holding Corporation (NYSE: BVH) (OTCQX: BVHBB), issued the following press release.

Bluegreen Vacations Holding Corporation Announces Its Intention to Acquire Outstanding Shares of Bluegreen Through a Short-Form Merger

BOCA RATON, Florida – April 5, 2021 – Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) (“BVH”) announced today that it intends to acquire the approximately 7% of Bluegreen Vacations Corporation (NYSE: BXG) (“Bluegreen” or “BXG”) common stock not currently owned by BVH through a statutory short-form merger under Florida law. In the merger, a newly formed wholly owned subsidiary would merge with and into Bluegreen, with Bluegreen being the surviving company of the merger and becoming a wholly owned subsidiary of BVH. As a result of the merger, each share of BXG’s common stock outstanding at the effective time of the merger, other than shares beneficially owned by BVH, will be converted into the right to receive 0.51 shares of BVH’s Class A Common Stock.

BVH currently has as its sole investment its approximately 93% ownership of BXG. Additionally:

  • Both BXG and BVH are New York Stock Exchange (“NYSE”) companies with identical operations. Both companies have an average trading volume of approximately 35,000 shares daily.
  • The proposed merger does not result in a change of control.
  • All members on the BVH Board of Directors are also board members of BXG. After the merger, any BXG directors not currently directors of BVH will join the BVH board.

The proposed merger, among other things, is anticipated to:

  • Simplify the ownership structure, creating greater transparency of the value of Bluegreen as an entity.
  • Allow investors to trade in a single public market thereby eliminating confusion in the public markets regarding the two public companies which own the same assets.
  • Provide for greater liquidity to Bluegreen shareholders, as the public float is expected to increase.
  • Eliminate one set of public company costs, currently estimated to be approximately $0.5 million to $1.0 million annually.
  • Offer potential value accretion as a result of the above.

Alan B. Levan, Chairman and Chief Executive Officer of both BVH and BXG commented: “The market valuation of BVH has significantly trailed that of BXG notwithstanding BVH’s spin-off of its non-timeshare assets on September 30, 2020. Since the spin-off, BVH’s sole investment is its 93% ownership of BXG and BVH’s overhead costs are only $2.0 million annually. Further, BVH’s incremental net indebtedness as of December 31, 2020 was only $123.9 million. Shareholders of both BVH and BXG have suggested that the two companies should be merged into a single entity. However, as we evaluated this opportunity, it was difficult to determine the appropriate exchange rate for BXG and BVH shareholders due to the unexplained value difference, the volatility of both stocks, and the relatively low float of both companies. Accordingly, the Board of BVH made the determination to set the exchange ratio at the average of the volume-weighted average prices (“VWAP”) of both BXG and BVH stock for the last thirty trading days ending March 30, 2021, which they believe is fair to both BVH and BXG shareholders. We are hopeful this merger will provide efficiency in the market which should in the future ultimately result in a higher valuation of the combined company.”

BVH currently beneficially owns approximately 93% of Bluegreen’s common stock. Under Florida law, the holder of more than 80% of the outstanding shares of Bluegreen’s common stock may effect a merger without the approval of, or action by, the Board of Directors or any other shareholders of Bluegreen. Accordingly, the Board of Directors of Bluegreen has not acted to approve or disapprove the merger, and the shareholders of Bluegreen will not be asked to approve or disapprove the merger or be furnished a proxy in connection with voting on the merger. Assuming the merger is consummated, current Bluegreen shareholders who own approximately 7% of Bluegreen are expected to own approximately 2,664,000 shares of BVHs Class A Common Stock, representing 12% of the total outstanding BVH Class A and Class B Common Stock. The shares of BVH Class A Common Stock to be issued to them will be listed for trading on the NYSE.

It is expected that the merger will be effected by the end of the second quarter of 2021 following the effectiveness of BVH’s registration statement filed with the Securities and Exchange Commission (the “SEC”) with respect to the Class A Common Stock to be issued in the merger and the listing of those shares on the NYSE. A copy of the prospectus with respect to the shares to be issued in the merger will be mailed to Bluegreen’s shareholders within 10 days after the effectiveness of the merger. The merger is not subject to any financing condition. However, BVH is not under any obligation to cause the merger to be completed, and it could decide to terminate the merger, in its sole discretion, at any time before it becomes effective, including in the event of pending or threatened litigation relating to the contemplated merger.

Bluegreen Vacations Holding Corporation has prepared a six-page slide presentation outlining the proposed short-form merger. A summary of the slide presentation follows at the end of this release. Additionally, the slide presentation is also available to view at the BVH website at https://ir.bvhcorp.com/company-information/presentations and/or the BXG website at https://ir.bluegreenvacations.com/presentations.

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About Bluegreen Vacations Holding Corporation: Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB) is a Florida-based holding company whose sole investment is its approximate 93% ownership of Bluegreen Vacations Corporation (NYSE: BXG). For additional information, please visit www.BVHCorp.com.

About Bluegreen Vacations Corporation: Bluegreen (NYSE: BXG) is a leading vacation ownership company that markets and sells vacation ownership interests (VOIs) and manages resorts in top leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with 68 Club and Club Associate Resorts and access to nearly 11,300 other hotels and resorts through partnerships and exchange networks. Bluegreen also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services, to or on behalf of third parties. Bluegreen is approximately 93% owned by Bluegreen Vacations Holding Corporation (NYSE: BVH; OTCQX: BVHBB), a Florida-based holding company. For additional information, please visit www.BluegreenVacations.com.



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