Technical Olympic’s Newmark Homes corp. announces definitive merger agreement and signing of stock purchase agreement for disposition of Westbrooke Acquisition corp.
Under the agreement, Engle Holdings Corp. will merge with Newmark, which will be the entity surviving the merger. Technical Olympic also holds 80% of the common stock of Newmark. As a result of the merger, Technical Olympic's ownership in Newmark will increase to 91.75%.
Newmark believes that the consummation of the merger will increase stockholder value. As a result of the merger, Newmark will have expanded access to other core markets, increased geographic diversity, and increased operating efficiency. In addition, the merger will strengthen Newmark's management team by combining with the management and resources of Engle. Further, the merger is expected to increase Newmark's access to capital.
A special committee of the board of directors, consisting of Newmark's four independent directors, approved the merger after analyzing the proposed transactions and consulting with an outside financial advisor, Deutsche Bank Securities Inc., on the fairness of the proposed merger consideration to the public shareholders of Newmark from a financial point of view. The board of directors of Newmark and Technical Olympic, the majority stockholder, approved the merger on April 5, 2002. Engle Holdings' board of directors and Engle Holdings' sole stockholder, Technical Olympic, also approved the merger on April 5, 2002.
The merger, which is expected to be effective by May 31, 2002, is contingent upon certain closing conditions, including (1) the proposed refinancing of certain of Newmark's debt, (2) the retirement of approximately $215.8 million of outstanding Engle debt, (3) repayment of approximately $47.1 million of outstanding Newmark debt and (4) the repayment of a $71 million obligation of Technical Olympic incurred in connection with its acquisition of Engle Homes in November 2000. There can be no assurance that the proposed transactions will be consummated.
Newmark Homes Corp. today also announced that it has entered into a definitive agreement to sell Westbrooke Acquisition Corp. to Standard Pacific Corp. for approximately $41,000,000 in cash, subject to adjustments for changes in stockholder equity from December 31, 2001 through the closing date, and the assumption of approximately $54,000,000 of Westbrooke's liabilities.
The Company believes that the consummation of the sale of Westbrooke will allow Newmark the opportunity to reinvest and focus its capital resources into its core markets. The Company further believes the sale of Westbrooke will allow Newmark to explore growth opportunities in other aggressive and emerging US markets.
About Technical Olympic
Technical Olympic is the leading construction and home building group in Greece. Constantine Stengos who is currently Chairman and Managing Director of the company established the Group's parent company in 1965.
Technical Olympic's (TO) shares are listed on the Athens Stock Exchange (Reuters: OLYr.AT), (Bloomberg: OLYMP GA). TO's subsidiary in the USA, Newmark Homes's shares are listed on NASDAQ: NHCH.
The company's headquarters are in Athens. Apart from being a holding company, Technical Olympic is one of the top general contracting companies in Greece operating in the areas of construction, engineering and project management of all types of public and private technical works. It holds the highest contracting certificate, class 7th , via its subsidiary Mochlos.
In 1994 it was listed on the Athens Stock Exchange through an Initial Public Offering, where its shares are being traded, while they are included in the stock exchange indexes Morgan Stanley (MSCI), the General Index of the ASE, the FTSE/MID 40 index, the Margin Account · Short Selling Index and the Construction Companies Index.
At the same time, it is actively engaged in many construction-related sectors of business interest through its subsidiary companies, as much domestically as internationally. The company is developing its international activity in the UK, in the Balkans, but also in the US market through the acquisition of 80% of the company Newmark Homes and 100% of Engle Homes.
TO's subsidiary in the USA, Newmark Homes shares are listed on NASDAQ: NHCH and Engle Homes, Inc. common stock was quoted on the Nasdaq National Market under the symbol ?ENGL?.
Newmark Homes Corp. designs, builds and sells single-family homes, town homes and patio homes in 7 major markets in Texas, Florida (pending the sale of its Westbrooke operations), and Tennessee. At December 31, 2001, Newmark operated in 67 communities and had 725 homes under construction. Newmark's home-building operation offers a broader selection of homes with more amenities and greater design flexibility than are typically offered by high-volume production builders.
Further information may be found on Technical Olympic 's website at http://www.techol.gr and on Newmark Homes Corp.'s website at http://www.newmarkhomes.com
For further information, contact:
Nick Demos
Investor Relations Officer
Technical Olympic
Tel.: +301 0996 9700 Email: nick.demos@techol.gr
Forward looking Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of known and unknown risks and uncertainties including, but not limited to: increases in interests rates; business conditions; growth in the home-building industry; investment real estate; the economy in general; competitive factors; the cost of building materials; and the risk factors detailed in Newmark's Registration Statement on Form S-1 (SEC File No. 333-4221), and all other factors set forth in Newmark's most recent Form 10-K and Form 10-Q.