Combination Creates Nation's Largest Homebuilder with Unmatched Brand Portfolio Company Expects to Realize $350 Million in Synergies and Cost Savings Tender to Retire Up to $1.5 Billion of Debt Maturities in ProcessBLOOMFIELD HILLS, Mich., Aug 18, 2009 (BUSINESS WIRE) -- Pulte Homes (NYSE: PHM) and Centex Corporation (NYSE: CTX) announced
that, at a special meeting of shareholders held today by each company,
shareholders overwhelmingly approved the merger of Pulte Homes and
Centex. Pulte Homes and Centex received votes representing more than 80%
and 72%, respectively, of shares outstanding, with more than 99% of
these voted in support of the transaction.
Under terms of the merger agreement, Pulte Homes will acquire all
outstanding shares of common stock of Centex Corporation in a
stock-for-stock transaction. Centex shareholders receive .975 shares of
Pulte Homes stock in exchange for each Centex share they own. Based on
the exchange rate, Pulte shareholders own approximately 68% of the
combined company, and Centex shareholders own approximately 32%.
The new Company, with 2008 pro forma closings of 39,000 homes and
revenues of $11.6 billion, will continue to trade on the NYSE under the
ticker symbol "PHM." The Company will operate more than 900 communities
across 29 states and the District of Columbia, and will serve all major
customer segments through its family of brands that includes Pulte
Homes, Centex and Del Webb.
Pulte Homes will retain its corporate headquarters in Bloomfield Hills,
Richard Dugas, whose previously announced appointment to the positions
of Chairman, President and Chief Executive Officer is effective today,
said, "Combining these two industry leaders creates tremendous
opportunities for our customers, employees and shareholders. Our shared
commitment to product quality and customer service, combined with the
complementary brands, land positions and building models make this a
powerful merger that can accelerate our return to profitability.
"Having already invested thousands of hours in planning, we can begin
integration of our organizations immediately and start capturing the
cost savings and business benefits that make this merger so compelling.
We continue to target $250 million in corporate and field overhead
savings and, on August 11, 2009, we announced a tender for $1.5 billion
in debt that upon completion will enable us to save approximately $100
million in annual interest expense."
Effective with the completion of this merger, Timothy Eller, previously
Centex's Chairman and Chief Executive Officer, joins the Company's Board
of Directors as Vice Chairman and will serve as a consultant to the
Company for two years.
About Pulte Homes
With its merger complete, Pulte Homes, Inc., based in Bloomfield Hills,
Mich., is America's largest home building company with operations in 29
states and the District of Columbia. The Company has an unmatched
capacity to meet the needs of all buyer segments through its brand
portfolio that includes Pulte Homes, Centex and Del Webb, as well as its
regional brands of DiVosta Homes (Florida) and Fox & Jacobs (Texas).
Pulte Mortgage LLC is a nationwide lender offering Pulte customers a
wide variety of loan products and superior service.
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
Such risks, uncertainties and other factors include, among other things:
the possibility that the expected efficiencies and cost savings of the
merger of Pulte and Centex 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 the Company operates; the availability and cost of
land and raw materials used by the Company in its homebuilding
operations; the availability and cost of insurance covering risks
associated with the Company's businesses; shortages and the cost of
labor; adverse weather conditions which may slowdown the construction
of, or damage, new homes built by the Company; 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 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 Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 and other public filings with the
Securities and Exchange Commission for a further discussion of these and
other risks and uncertainties applicable to the Company's businesses.
The Company does not undertake any duty to update any forward-looking
statement whether as a result of new information, future events or
changes in our respective expectations.
SOURCE: Pulte Homes
Investors: Jim Zeumer