WCI Communities announced the expiration of the 35-day "go-shop" period under the merger agreement between WCI and Lennar Corp. that was previously announced on September 22, 2016. During the go-shop period, the WCI Board—with the assistance of financial and legal advisors—actively solicited alternative acquisition proposals. Nevertheless, the WCI Board did not receive any superior proposals during the go-shop period.
WCI's Board of Directors has unanimously approved the merger agreement, under which Lennar has agreed to acquire all of the outstanding shares of WCI common stock in a cash and stock transaction valued at $23.50 per share of WCI common stock. This represents an approximate 37% premium to WCI's closing share price on September 21, 2016, the last trading day prior to announcement of the merger.
Starting at 12:00 am eastern time on October 27, 2016, WCI became subject to customary "no shop" provisions that limit its and its representatives' ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to customary "fiduciary out" provisions.
WCI will file with the Securities and Exchange Commission proxy materials related to a special meeting of WCI's common stockholders to vote on the merger agreement. It is anticipated that the special meeting will be held in December 2016 or January 2017, and, if the merger agreement is approved, the merger would be expected to close shortly thereafter.