BLOOMFIELD HILLS, Mich. & DALLAS--(BUSINESS WIRE)--Jul. 17, 2009--
Pulte Homes, Inc. (NYSE: PHM) and Centex Corporation (NYSE: CTX) today
announced that the companies have scheduled their respective special
meeting of shareholders for August 18, 2009. The primary purpose of the
meetings is to allow each company’s shareholders to vote on the proposed
merger between Pulte Homes and Centex.
Having been notified by the Securities and Exchange Commission that the
registration statement on Form S-4 has been declared effective, both
Pulte Homes and Centex expect to mail definitive proxy materials to
their respective shareholders on July 21, 2009. The companies had each
previously set a record date of July 10, 2009, to determine shareholders
eligible to vote at their respective meetings.
On April 8, 2009, Pulte Homes and Centex announced that they had entered
into a definitive merger agreement under which Pulte and Centex will
combine in a stock-for-stock transaction. At the time of announcement,
the transaction was valued at $3.1 billion, including $1.8 billion of
net debt. Under the terms of the agreement, Centex shareholders will
receive 0.975 shares of Pulte common stock for each share of Centex they
own.
About Pulte Homes
Pulte Homes, Inc., based in Bloomfield Hills, Mich., is one of America’s
largest home building companies with operations in 49 markets and 25
states. During its 59-year history, the company has delivered more than
500,000 new homes. Since 2000, Pulte Homes operations have earned more
top-three finishes than any other homebuilder in the annual J.D. Power
and Associates New-Home Builder Customer Satisfaction Studysm.
Under its Del Webb brand, Pulte is the nation's largest builder of
active adult communities for people age 55 and older. Its DiVosta Homes
brand is renowned in Florida for its distinctive master-planned
communities. Pulte Mortgage LLC is a nationwide lender offering Pulte
customers a wide variety of loan products and superior service.
Websites: www.pulte.com;
www.delwebb.com;
www.divosta.com
About Centex
Dallas-based Centex, founded in 1950, is one of the nation's leading
home building companies. Its leading brands include Centex Homes, Fox &
Jacobs Homes and CityHomes. In addition to its home building operations,
Centex also offers mortgage and title services. Centex has ranked among
the top three builders on FORTUNE magazine's list of "America's Most
Admired Companies" for 10 straight years and is a leader in quality and
customer satisfaction.
Website: www.centex.com
Forward-Looking Statements
This document includes “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements may include, but are not limited to, statements about the
benefits of the proposed transaction, including future financial and
operating results, and the combined company’s plans, objectives,
expectations and intentions. These statements are subject to a number of
risks, uncertainties and other factors that could cause our actual
results, performance, prospects or opportunities, as well as those of
the markets we serve or intend to serve, to differ materially from those
expressed in, or implied by, these statements. You can identify these
statements by the fact that they do not relate to matters of a strictly
factual or historical nature and generally discuss or relate to
forecasts, estimates or other expectations regarding future events.
Generally, the words “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “project,” “may,” “can,” “could,” “might,” “will” and
similar expressions identify forward-looking statements, including
statements related to expected operating and performing results, planned
transactions, planned objectives of management, future developments or
conditions in the industries in which we participate and other trends,
developments and uncertainties that may affect our business in the
future.
Such risks, uncertainties and other factors include, among other things:
the failure of Centex’s stockholders to approve the merger agreement;
the failure of Pulte’s shareholders to approve either the charter
amendment or the issuance of shares in the merger; the possibility that
the proposed transaction does not close, including due to the failure to
satisfy the closing conditions; the possibility that the expected
efficiencies and cost savings of the proposed transaction will not be
realized, or will not be realized within the expected time period; the
risk that the Pulte and Centex businesses will not be integrated
successfully; disruption from the proposed transaction making it more
difficult to maintain business and operational relationships; interest
rate changes and the availability of mortgage financing; continued
volatility in, and potential further deterioration of, the debt and
equity markets; competition within the industries in which Pulte and
Centex operate; the availability and cost of land and raw materials used
by Pulte and Centex in their homebuilding operations; the availability
and cost of insurance covering risks associated with Pulte’s and
Centex’s businesses; shortages and the cost of labor; adverse weather
conditions which may slowdown the construction of, or damage, new homes
built by Pulte or Centex; slow growth initiatives and/or local building
moratoria; the ability to utilize net operating losses, built-in losses
and other tax credit carryforwards; governmental regulation, including
the effects from the Emergency Economic Stabilization Act, the American
Recovery and Reinvestment Act and the interpretation of tax, labor and
environmental laws; changes in consumer confidence and preferences;
terrorist acts and other acts of war; and other factors of national,
regional and global scale, including those of a political, economic,
business and competitive nature. See Pulte’s and Centex’s Annual Reports
on Form 10-K and Annual Reports to Stockholders for the fiscal years
ended December 31, 2008 and March 31, 2009, respectively, and other
public filings with the Securities and Exchange Commission (the “SEC”)
for a further discussion of these and other risks and uncertainties
applicable to our businesses. Neither Pulte nor Centex undertakes any
duty to update any forward-looking statement whether as a result of new
information, future events or changes in our respective expectations.
Additional Information
In connection with the proposed transaction Pulte has filed with the SEC
a registration statement on Form S-4 that includes a preliminary joint
proxy statement of Pulte and Centex that also constitutes a prospectus
of Pulte. At the appropriate time, Pulte and Centex will mail the
definitive joint proxy statement/prospectus to their respective
shareholders. Before making any voting or investment decision, investors
are urged to read the definitive joint proxy statement/prospectus when
it becomes available because it will contain important information about
the proposed transaction. You may obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the SEC’s
website at www.sec.gov,
by accessing Pulte’s website at www.pulte.com
under the heading “Investor Relations” and from Pulte by directing a
request to Pulte Homes, Inc., 100 Bloomfield Hills Parkway Suite 300,
Bloomfield Hills, Michigan 48304, Attention: Investor Relations, and by
accessing Centex’s website at www.centex.com
under the heading “Investors” and from Centex by directing a request to
Centex Corporation Investor Relations, P.O. Box 199000, Dallas, Texas
75219-9000.
Pulte and Centex and their respective directors and executive officers
and certain other members of management and employees may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. You can find information about Pulte’s directors
and executive officers in its definitive proxy statement filed with the
SEC on April 7, 2009. You can find information about Centex’s directors
and executive officers in its definitive proxy statement filed with the
SEC on June 6, 2008. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
definitive joint proxy statement/prospectus and other relevant materials
to be filed with the SEC when they become available. You can obtain free
copies of these documents from Pulte and Centex using the contact
information above.
Source: Pulte Homes, Inc.
For Pulte Homes:
Jim Zeumer
(248) 433-4502
email: jim.zeumer@pulte.com
or
For
Centex Corporation:
Matthew G. Moyer
(214) 981-6901
or
David
Webster
(214) 981-6982
