Pulte and Centex to merge
Bloomfield Hills, Mich.-based Pulte Homes and Dallas-based Centex have announced that their boards of directors unanimously approved a merger agreement, which will combine Pulte and Centex in a stock-for-stock transaction valued at $3.1 billion, including $1.8 billion of net debt.
The combined company, which plans to continue a significant presence in Dallas, will use the Pulte name and will be headquartered in Bloomfield Hills.
"Combining these two industry leaders with proud legacies into one company puts us in an excellent position to navigate through the current housing downturn, poised to accelerate our return to profitability," said Pulte president and CEO Richard J. Dugas, Jr. "Centex's significant presence in the entry-level and move-up categories is complemented by Pulte's strength in both the move-up and active adult segments, the latter through our popular Del Webb brand. Together we will have considerable presence in more than 59 markets across America.”
"By acting decisively now, we're creating unrivaled firepower to capitalize on the opportunities in home building that are now becoming visible on the horizon,” added Centex chairman and CEO Timothy Eller. “We will have a deeper and more expanded presence that we are confident will allow us to begin realizing the benefits of our combined scale immediately. Moreover, our shareholders will receive an immediate premium for their shares as well as participate in the upside potential of the combined company."
Centex shareholders will receive 0.975 shares of Pulte common stock for each share of Centex they own. The combined company will have an equity market capitalization of $4.1 billion and an enterprise value of $7.2 billion. Upon closing of the transaction, Pulte shareholders will own about 68% of the combined company, and Centex shareholders will own about 32%.
In calendar year 2008, Pulte and Centex delivered more than 39,000 closings with combined pro forma revenues of $11.6 billion. The combined company has more than $3.4 billion of cash as of March 31, 2009.
Dugas will take on the roles of chairman, president and CEO of Pulte. Eller will join the board of directors of Pulte as vice chairman and will serve as a consultant to the company for two years after the close of the transaction. The board of directors of Pulte will include four current members from the Centex board, including Eller and eight members of the current Pulte board, including company founder and current Pulte chairman William J. Pulte.
In addition, Dugas and Eller will head a transition executive committee.