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8-K - 8-K - BROOKFIELD HOMES CORP | o69607e8vk.htm |
Exhibit 99.1
Filed by: Brookfield Homes Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Brookfield Homes Corporation
Commission File No.: 001-31524
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Brookfield Homes Corporation
Commission File No.: 001-31524
NEWS RELEASE |
BROOKFIELD HOMES REPORTS STOCKHOLDER APPROVAL OF MERGER
AND CONTRIBUTION AGREEMENT
Fairfax, Virginia, March 25, 2011 (BHS: NYSE) Brookfield Homes Corporation (Brookfield Homes)
today announced that at its special meeting of stockholders held on March 25, 2011, Brookfield
Homes common stockholders voted to approve and adopt the Agreement and Plan of Merger and
Contribution dated as of October 4, 2010, among Brookfield Homes, Brookfield Residential Properties
Inc., Brookfield Residential Acquisition Corp., and Brookfield Properties Corporation (the Merger
Agreement).
The consummation of the Merger Agreement, and the transactions contemplated thereby, will result in
the combination of Brookfield Homes and the North American residential land and housing division of
Brookfield Properties into Brookfield Residential Properties Inc. (Brookfield Residential).
There were 26,147,630 shares of common stock voted at the special meeting of stockholders,
representing 88.1% of Brookfield Homes total outstanding shares of common stock as of the February
21, 2011 record date. Of those shares voting, 25,472,444 were voted in favor of adoption of the
Merger Agreement, representing 97.4% of the shares that were voted and 85.8% of the shares
outstanding as of the record date.
Brookfield Homes expects that the closing of the merger will take place on March 31, 2011, assuming
satisfaction or waiver of all conditions to closing as specified in the Merger Agreement.
Brookfield Residential has applied to list its common shares on the New York Stock Exchange and the
Toronto Stock Exchange, under the symbol BRP. Trading is expected to commence on or about April
1, 2011 on the New York Stock Exchange and the Toronto Stock Exchange.
* * * * * * * * * * * * *
Brookfield Homes Corporation
Brookfield Homes Corporation is a land developer and homebuilder. We entitle and develop land for
our own communities and sell lots to third parties. We also design, construct and market
single-family and multi-family homes primarily to move-up homebuyers in the California and
Washington D.C. Area markets.
Contact Information:
Linda Northwood
Director, Investor Relations
Tel: 858-481-2567
Email: lnorthwood@brookfieldhomes.com
Director, Investor Relations
Tel: 858-481-2567
Email: lnorthwood@brookfieldhomes.com
2
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This news release shall not constitute an offer to sell or the solicitation of an offer to buy
any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities referenced herein have not been registered under the United States Securities Act of
1933, as amended, or any state securities laws, and may not be offered or sold within the United
States absent registration or an applicable exemption from the registration requirements of such
Act or laws.
Note: Certain statements in this press release that are not historical facts, including, without
limitation, information concerning the potential combination with BPO Residential, and those
statements preceded by, followed by, or that include the words believe, planned, anticipate,
should, goals, expected, potential, estimate, targeted, scheduled or similar
expressions, constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Undue reliance should not be placed on forward-looking statements
because they involve known and unknown risks, uncertainties and other factors, which may cause the
actual results to differ materially from the anticipated future results expressed or implied by
such forward-looking statements. There can be no assurance that the proposed transaction will be
consummated or that the anticipated benefits will be realized. The proposed transaction is subject
to various regulatory approvals and the fulfillment of certain conditions, and there can be no
assurance that such approvals will be obtained and/or such conditions will be met. Factors that
could cause actual results to differ materially from those set forward in the forward-looking
statements include, but are not limited to: failure to obtain required regulatory and shareholder
approvals; failure to realize anticipated benefits of the merger; changes in general economic, real
estate and other conditions; mortgage rate changes; availability of suitable undeveloped land at
acceptable prices; adverse legislation or regulation; ability to obtain necessary permits and
approvals for the development of our land; availability of labor or materials or increases in their
costs; ability to develop and market our master-planned communities successfully; confidence levels
of consumers; ability to raise capital on favorable terms; adverse weather conditions and natural
disasters; relations with the residents of our communities; risks associated with increased
insurance costs or unavailability of adequate coverage and ability to obtain surety bonds;
competitive conditions in the homebuilding industry, including product and pricing pressures; and
additional risks and uncertainties referred to in our Form 10-K and other SEC filings, many of
which are beyond our control. We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.