Announces Planned Senior Leadership Team
BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--May. 26, 2009--
Pulte Homes, Inc. (NYSE: PHM) and Centex Corporation (NYSE: CTX) today
announced that the waiting period under the Hart-Scott-Rodino (HSR)
Antitrust Improvements Act of 1976 relating to Pulte’s proposed merger
with Centex has expired, thereby satisfying a condition to the closing
of the transaction.
The transaction remains subject to the satisfaction of other customary
closing conditions, including approval by the shareholders of both Pulte
and Centex. The transaction is expected to close in the calendar third
quarter of 2009.
“We continue to make rapid progress towards completing our pending
merger with Centex, and planning the integration of our two companies,”
said
Richard Dugas
, President and Chief Executive Officer of Pulte
Homes. “Merger teams from both organizations have been working to ensure
that plans are in place for a successful integration. The primary goal
of their efforts is capturing the targeted $350 million in synergy
savings and related operating goals that make this combination so
compelling.”
The Company also announced the senior management team of the combined
company following the close of the merger:
-
Richard Dugas
, Chairman, President and Chief Executive Officer
-
Steven Petruska
, Executive Vice President and Chief Operating Officer
-
Roger Cregg
, Executive Vice President and Chief Financial Officer
-
James Ellinghausen
, Executive Vice President, Human Resources
-
Debra Still
, President and Chief Executive Officer, Pulte Mortgage LLC
-
Steven Cook
, Senior Vice President, General Counsel and Secretary
As previously announced, upon completion of the transaction, Centex
Chairman and Chief Executive Officer
Timothy Eller
will join the Board
of Directors of Pulte as Vice Chairman and will serve as a consultant to
the Company for two years following the close of the transaction.
Additionally, Pulte’s founder,
William J. Pulte
, will remain on the
Board of Directors.
To assist both organizations in the integration planning process, the
companies have retained the services of Booz & Company, a recognized
global leader in management consulting. Booz has assisted numerous
Fortune 500 companies in similar situations and will bring extensive
expertise in the areas of integration planning and performance tracking.
“Both companies remain focused on completing the integration planning
work so that we can begin capturing the benefits of this combination
immediately after merger close,” said Mr. Dugas. “Once complete, this
merger will allow our company to deliver unmatched quality and value to
our customers, superior financial performance to our shareholders, and
greater career opportunities to our employees.”
For further information about the merger of Pulte and Centex, please
visit www.premierbuilderusa.com.
About Pulte Homes
Pulte Homes, Inc., (NYSE: PHM), based in Bloomfield Hills, Mich., is one
of America’s largest home building companies with operations in 48
markets and 25 states. During its 59-year history, the company has
delivered more than 500,000 new homes. In 2008, Pulte Homes operations
ranked highest in customer satisfaction in 11 U.S. markets, the most of
any 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 ability to obtain regulatory approvals of the merger on the proposed
terms and schedule contemplated by the parties; 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.
Investors:
Jim Zeumer, Pulte
(248) 433-4502
email: jim.zeumer@pulte.com
or
Matt
Moyer, Centex
(214) 981-5000
email: matt.moyer@centex.com
Media:
Mark
Marymee, Pulte
(248) 433-4648
email: mark.marymee@pulte.com
or
David
Webster, Centex
(214) 981-5000
email: david.webster@centex.com
