Bluegreen Corporation Signs Non-Binding Letter of Intent to Sell Company to Diamond R

[BocaBum99]

Resorts, LLC

BOCA RATON, Fla.--(BUSINESS WIRE)--July 21, 2008--Bluegreen Corporation (NYSE: BXG) (Bluegreen(R) or the Company), a leading provider of Colorful Places to Live and Play(R), announced that today it has signed a non-binding letter of intent relating to the acquisition of the Company at a price of $15.00 per share by Diamond Resorts International (Diamond Resorts), which would value this transaction at approximately $500 million, exclusive of Bluegreen's outstanding debt. The acquisition is subject to the completion of due diligence and the execution of definitive agreements.

Under the terms of the letter of intent, Bluegreen has granted Diamond Resorts an exclusive right of negotiation through September 15, 2008, during which time Diamond Resorts will conduct more extensive due diligence.

Diamond Resorts, based in Las Vegas, Nev., is one of the largest vacation ownership companies in the world with 110 branded and affiliated resorts in 14 countries with destinations throughout the continental United States and Hawaii, Canada, Mexico, the Caribbean and Europe, more than 360,000 owners and members and more than 5,500 associates worldwide. In April 2007, Diamond Resorts acquired Sunterra Corporation for approximately $750 million.

It is envisioned that the definitive agreement whereby Diamond Resorts would acquire Bluegreen would include a customary "go shop" provision permitting Bluegreen to actively seek transactions that would provide greater value to its shareholders.

Alan B. Levan, Chairman of Bluegreen's Board of Directors commented, "Bluegreen had previously announced that we were positioning the Company with a view towards pursuing strategic alternatives at some point in the next three to five years. When Diamond presented our Board with this unsolicited, attractive offer, we believed that it was in the best interest of our shareholders to pursue this transaction at this time."

Mr. Levan is also the Chairman and Chief Executive Officer of Woodbridge Holdings Corporation ("Woodbridge"), which owns 9.5 million shares of Bluegreen's outstanding common stock, and has indicated that Woodbridge would be supportive of a transaction with Diamond at the terms stated in their letter of intent.

Any proposed transaction is subject to numerous terms and conditions, including, but not limited to, satisfactory completion of due diligence by Diamond Resorts, the signing of a definitive agreement, and approvals by Bluegreen's Board of Directors and the Company's shareholders. There can be no assurances that negotiations will lead to the signing of a definitive agreement, that financing for the transaction will be available, that any proposed transaction will be accepted or approved by the Company's Board of Directors and shareholders, or that the sale will be completed based on the signing of the non-binding letter of intent or the execution of a definitive agreement, or that Bluegreen will identify any alternative transaction that would provide greater value to its shareholders

[vintner]

Should my stomach be churning as much as it is?

Wish I owned the stock, that is up 55%.

[BocaBum99]

This is a pretty surprising move, especially in light of the Westgate poison pill efforts. I have no idea how this will impact Bluegreen Vacation Club owners. I am not sure how much of the details of these talks will be shared with outside parties. So, I don't expect a lot of guidance on this topic.
We will have to ask our Sunterra friends how they have been treated in the acquisition process.

I have personally been involved in mergers and acquisitions. Whenever companies I have been involved in were sold, we announced definitive agreements subject to due diligence. In this case, it appears that a price has been agreed, but there aren't any definitive agreements. Not sure if that is unusual in this industry.

Sometimes, when companies are in trouble, they announce intentions of finding strategic alternatives for the company which is code for potential acquirers. I really didn't think that Bluegreen was in any financial trouble with the exception of their residential home business. But, I don't think Diamond is interested in acquiring that business. It will probably spin that part of the business off.

I do expect that the direction we will get from Bluegreen is that everything is status quo until they get a definitive agreement in place sometime around the time of the annual meeting.

Just remember this, the Bluegreen Vacation Club is owned by owners. So, the Club itself will operate much as it does today. What is likely to change are the organizations that serve customers and the policies surrounding the Club like transfer costs and rules.

It just got a whole lot more exciting around here.

[timeos2]

Why would Diamond want it unless they planned to blend it into Club (or move Club to the Bluegreen model - much less likely).

As for how Diamond has acted since acquiring Sunterra overall it's been OK but the recent actions Spence posted with them fencing off land and the fee increases haven't been very owner friendly.

Far too early to say what would happen but I'd bet if it does Bluebgreen will get far more "Diamondized" than the other way around.

[Ryne08]

With this acquisition Diamond Resorts International would now become the second largest t/s owner behind Wynham/Fairfield.

[lawren2]

There were no rumors about this? I find it hard to believe.

The match from a resort standpoint is solid. Each has locations that the other lacks.

I will watch what those that have vested interests and knowledge have to say as this goes forward.

[T. R. Oglodyte]

Not surprising to the extent I've been expecting both Diamond and Wyndham to acquire additional operations.

I know very little about Bluegreen, so I can't comment either way on this particular deal. I've been expecting Raintree, however, to wind up either with Wyndham or Diamond - there are reasons for both of them.

I also expect Shell to be taken out by one of the big boys as well.

[Bill4728]

The thing about a TS system being aquired by another system is what are they going to do with them. Sometimes things can work out alright. But other times like peppertree / FF things don't work out so well.

[dougp26364]

Holy Cow!

I guess at this point I've taken a wait and see approach with DRI rather than looking seriously at selling out. If the two are blended, it will be a very nice collection of resorts to choose from for internal exchanges.

As to how things have been since the DRI buyout of Sunterra.....bumpy. However DRI has responded to every inquiry made. It's just sometime tough getting things done in a timely manner. I suppose this can be expected when one smaller company buys out a troubled larger company. Fortunatly, Bluegreen is NOT a troubled company. In that respect perhaps the merger will be a bit more seamless with fewer bumps in the road.

[Aashlee]

Something's been going on for a while. Look at where this guy came from ... [From Diamond's Web Site]

Industry Veteran Appointed as Senior Vice President, Resort Acquisition & Development

April 24, 2008

Las Vegas, Nev. - April 24, 2008 -- Diamond Resorts International® (DRI), a global leader in the vacation ownership industry, has hired Doug Kinsey as Senior Vice President, Resort Acquisition & Development. Kinsey’s primary responsibilities will be the acquisition, planning, design and development of DRI properties to support the company’s aggressive growth strategy. Kinsey will report to Stephen J. Cloobeck, Chairman and Chief Executive Officer of DRI.

“We have a responsibility to both our investors and our owners and members to ensure our growth is well planned and well-managed,” says Stephen J. Cloobeck, Chairman and Chief Executive Officer of DRI. “Doug has a proven track record in identifying and leveraging strategic acquisition and development opportunities that will support our plans for sustained growth and ongoing profitability.”

Prior to his engagement at DRI Kinsey served as Senior Vice President of Acquisitions and Development at Bluegreen Corporation where he developed the company’s product standards, construction processes and procedures and led an acquisition and development team that developed over 1200 units in 31 locations with a capital development budget of over $250 Million. During the time Kinsey was with Bluegreen, annual sales volumes grew from $200M to over $600M. Prior to Bluegreen, Kinsey served as Senior Vice President of Real Estate Acquisitions for Fairfield Resorts. Under his direction, Fairfield acquired three vacation ownership companies and 17 new projects representing over 2,700 condominium units, with acquisition and development costs of approximately $870 million and over $3.5 billion in timeshare inventories. During this same period Fairfield’s sales volume grew from less than $70 million to over $600 million annually.

Prior to Fairfield, Kinsey served as Senior Vice President of Sales and Marketing at NACO/Thousand Trails, Inc. In this position, he was responsible for leading 370 management, sales and support staff at 9 full-service resorts and 29 RV Parks in eighteen states.

“Doug’s expertise in all areas of resort development is key to the Diamond Resorts International® growth strategy,” says Simon Crawford-Welch, Ph.D., RRP, President and COO of DRI. “His insight and ability to understand the big picture make him the ideal addition to the team. Our goals are aggressive and Doug is the perfect candidate to meet and exceed them.”

Mr. Kinsey holds a B.S.B.A. in finance from Western Carolina University.

Diamond Resorts International®, based in Las Vegas, Nev., is one of the largest vacation ownership companies in the world with more than 110 branded and affiliated resorts in 14 countries with destinations throughout the continental United States and Hawaii, Canada, Mexico, the Caribbean and Europe. Offering simplicity, choice and comfort to its more than 360,000 owners and members through the branded service of more than 5,000 team members worldwide, Diamond Resorts International® is dedicated to providing its guests with effortless and relaxing vacation experiences every time, for a lifetime.