Item 8.01 Other Events.
As previously disclosed, Bluegreen Vacations Holding Corporation ("BVH"), which
currently beneficially owns approximately 93% of the outstanding common stock of
Bluegreen Vacations Corporation ("Bluegreen"), plans to acquire all of the
approximately 7% of Bluegreen's outstanding common stock not already owned by
BVH, pursuant to a statutory, short-form merger under Florida law (the
"Merger"). In connection with the Merger, each share of Bluegreen's common stock
that is 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, with any fractional share being rounded up
to the nearest whole share.
On May 3, 2021, BVH filed a Current Report on Form 8-K with the Securities and
Exchange Commission in which BVH disclosed that it expects to effect the Merger
on May 5, 2021. However, there is no assurance that the Merger will be
consummated on the anticipated date or at all. BVH, in the sole discretion if
its Board of Directors, may terminate the Merger at any time before it becomes
effective, including in the event of pending or threatened litigation relating
to the Merger.
Additional Information and Where You Can Find It
On April 19, 2021, BVH filed with the Securities and Exchange Commission (the
"SEC") a Registration Statement on Form S-4 (the "Registration Statement"),
which includes a prospectus of BVH (which is preliminary and subject to
completion), to register the shares of its Class A Common Stock issuable to
Bluegreen's shareholders in connection with the Merger described in this press
release. The Registration Statement has not yet been declared effective.
INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION
STATEMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BVH, BLUEGREEN,
THE CONTEMPLATED MERGER AND RELATED MATTERS. Investors and shareholders can
obtain free copies of the prospectus which forms a part of the Registration
Statement and other documents filed with the SEC by the companies through the
SEC's website at www.sec.gov. In addition, the Registration Statement, including
the prospectus that forms a part thereof, and other documents filed by BVH with
the SEC may be obtained free of charge in the Investor Relations section of
BVH's website at www.bvhcorp.com, and the documents filed by Bluegreen with the
SEC may be obtained free of charge in the Investor Relations section of
Bluegreen's website at www.bluegreenvacations.com.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities in any jurisdiction
pursuant to or in connection with the contemplated Merger or otherwise, nor
shall there be any sale or issuance of securities in any jurisdiction where it
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
?
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses