GUIN, Ala., April 27, 2021 /PRNewswire/ — Deer Valley Corporation, a Florida corporation («DVC» or the «Company») (OTCMKTS: DVLY) announced that it entered into an Agreement and Plan of Merger dated April 7, 2021 (the «Merger Agreement») with Deer Valley Merger Sub, Inc., a Florida corporation («Merger Sub«), and Peerless Homes Corporation (the «Parent«), pursuant to which the parties completed a short form merger of Merger Sub with and into DVC, with DVC being the surviving corporation (the «Short Form Merger«). The Short Form Merger was recorded by the Florida Department of State on April 26, 2021, effective as of April 20, 2021.
Background and Transaction
Prior to completion of the Short Form Merger, the Parent owned in excess of 80% of the outstanding capital of DVC and 100% of Merger Sub. The Board of Directors of DVC, the Merger Sub, and the Parent, each approved the Short Form Merger. Approval by the shareholders of DVC was not required for the Short Form Merger. No regulatory or third party approvals are required.
Under the terms of the Merger Agreement, the Short Form Merger resulted in (1) the Merger Sub being merged with and into DVC, with DVC being the surviving entity, (2) each share of DVC’s common stock issued and outstanding immediately on the effective date of the Merger (other than shares owned by the Parent) converted into the right to receive $0.91 in cash per share (the «Merger Share Price»), (3) Parent retaining the issued and outstanding shares it owns in DVC, resulting in Parent owning 100% of the issued and outstanding common stock of DVC, the surviving corporation, upon completion of the Short Form Merger, and (4) the current directors and officers of DVC remained as the directors and officers of DVC, the surviving corporation. The Merger Share Price was determined by an independent appraiser.
Each record shareholder may elect to assert his, her or its statutory appraisal rights pursuant to Florida Statutes, §§607.1301-607.1340. DVC is mailing to all record shareholders information concerning (a) his, her or its statutory appraisal rights, and (b) payment of the Merger Share Price (the «Shareholder Mailing«).
About Deer Valley
DVC designs and manufacture factory-built homes marketed through a network of independent dealers, builders, developers and government agencies located primarily in the southeastern and southcentral regions of the United States. DVC is dedicated to building premier heavily constructed high-quality, energy-efficient homes for our valued homebuyer.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as «plans», » expects» or «does not expect», «proposed», «is expected», «budgets», «scheduled», «estimates», «forecasts», «intends», «anticipates» or «does not anticipate», or «believes», or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, DVC disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, DVC undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
CONTACT: Steve Lawler
SOURCE Deer Valley Homebuilders