Dominion Homes enters into merger agreement with buyout group for $0.65 per share
January 18, 2008
– Dominion Homes, Inc. announced today that it has entered into a definitive merger agreement to be acquired by a buyout group consisting of companies affiliated with Angelo Gordon & Co., L.P. and Silver Point Capital, L.P. and the Company's largest shareholder, BRC Properties, Inc. Douglas G. Borror, a principal of BRC Properties, will remain in his role as Chairman of the board of directors and Chief Executive Officer of the Company.
Under the terms of the merger agreement, the Company's shareholders (other than the buyout group) will receive $0.65 in cash for each Company common share, which represents a 38% premium over the Company's closing stock price on January 17, 2008. A special committee of independent directors and the full board of directors of the Company have approved the merger agreement and have recommended to the Company's shareholders that they adopt the merger agreement. The independent special committee carefully considered this offer with the counsel of independent legal and financial advisors and, after extensive negotiations, unanimously concluded that this transaction is in the best interests of the Company's public shareholders.
"The homebuilding industry continues to be in a very difficult period," said Mr. Borror. "This transaction will allow Dominion Homes to continue our 55-year tradition of building quality homes that exceed our customers' expectations."
The Company also announced today that it has entered into certain amendments to its existing credit facility with its lenders in anticipation of the merger transaction. The lenders have agreed to increase the Company's borrowing capacity under the credit facility by approximately $3,500,000 and to forbear until the earlier of June 30, 2008 or termination of the merger agreement from exercising their rights and remedies under the credit facility.
The merger transaction is expected to close in the first half of 2008, and is subject to receipt of shareholder approval and satisfaction of customary closing conditions. BRC Properties and certain members of the Borror family have agreed to vote in favor of the merger. Upon closing, the Company will no longer be publicly traded and the surviving company will be privately held by Dominion Holding Corp., a Delaware corporation that will be controlled by the buyout group.
Raymond James & Associates Inc. advised the Company, and Houlihan Lokey Howard & Zukin Financial Advisors, Inc. advised the special committee.
About Dominion Homes, Inc.
Dominion Homes (Nasdaq:DHOM) builds a variety of new homes and condominiums in Columbus, Ohio and Louisville and Lexington, Kentucky, which are differentiated by size, price, included features and available options. The Company's community development and home building philosophy focuses on providing its customers with unsurpassed location, quality construction, brand name materials and customer service. The Company currently has 45 active communities in Central Ohio and Louisville and Lexington, Kentucky. Additional information about the Company and its new homes is located on its website at www.dominionhomes.com. Dominion. It's your home.