Investigation Overview
An investigation on behalf of current investors in shares of Centex Corporation (NYSE: CTX) over potential claims against the Board of Directors of Centex Corp. (NYSE:CTX) relating to the proposed acquisition from Pulte Homes, Inc. was announced.
Pulte Homes, Inc. announced on April 08, 2009 that it has agreed to buy Centex Corp. in an all-stock deal valued at approximately $1.3 billion. Under the proposed agreement Pulte Homes, Inc. has agreed to pay Centex Corp. shareholders 0.975 of a share for each Centex CTX share, valuing Centex at $10.50. The transaction, approved by both companies' boards, includes $1.8 billion in net debt, will give the combined business a liquidity position of more than $3.4 billion in cash as of March 31. The merger of the two companies would create the largest US homebuilder, as the countrys No. 2 builder is Pulte Homes Inc. and No. 3 Centex Corp. Revenue from the past 12 months for the new combined entity is $11.6 billion, a figure double the $5.8 billion revenue for Fort Worth, Texas-based D.R. Horton Inc., which previously had vied with Pulte to be the top U.S. homebuilder.
Centex Corporation is a residential construction company whose principal operations are focused on residential construction and related activities, including mortgage financing. Centex Corps subsidiary companies operated in two principal lines of business, Home Building and Financial Services. Home Building's operations involve the purchase and development of land or lots, and the construction and sale of detached and attached single-family homes. Financial Services operations consist primarily of mortgage lending, title agency services, and the sale of title insurance and other insurance products. Centex is located in Dallas, Texas and had $8.275billion in total revenue in 2008. The companies merger comes at a time when homebuilders are struggling to cope with slowing national home sales, tight credit and wavering consumer confidence. Therefore the investigation by a law firm does not believe that the offer appear to be fair to Centex (NYSE: CTX ) shareholders given that Centex stock CTX was trading at over $26.00 per share during the past year and as high as $18.38 in September, 2008.
The investigation concerns possible breaches of fiduciary duty and other violations of state law related to Centex's board's approval of the proposed merger. The acquisition also gives Pulte large tracts of land in Texas and the Carolinas, two of the nation's most resilient real estate markets. Pulte expects to save $350 million a year by integrating Centex's operations. Upon completion of the transaction, Pulte President and CEO Richard J. Dugas Jr. will assume the positions of chairman, president and CEO of Pulte Inc and per the deal, Pulte stockholders will own about 68 percent of the combined business and Centex shareholders will own the remaining 32 percent.
Centex shares (NYSE:CTX) traded at $7.70 prior to the announcement and inclined the following day to $ 9.78 with a closing price of $9.06. Recently Centex Corp shares traded at $9.74, down from $29 per share in 2008 and over $55 per share in 2007. Centex Corp shares reached almost $74 per share in 2006 and traded as high as almost $78 per share in 2005. In 2007 Centex sold its commercial construction division to Balfour Beatty PLC of Britain and in 2008 its resort properties subsidiary.