Source - RNS
RNS Number : 0861J
Kennedy-Wilson Holdings, Inc.
26 June 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

26 June 2017

RECOMMENDED MERGEr OF
KENNEDY WILSON EUROPE REAL ESTATE PLC
and
KENNEDY-WILSON HOLDINGS, INC.

 

        PUBLICATION OF ADDITIONAL INFORMATION ON THE COMBINED GROUP

 

On 24 April 2017, Kennedy-Wilson Holdings, Inc. ("KW") and Kennedy Wilson Europe Real Estate plc ("KWE") published an announcement (the "Original Rule 2.7 Announcement") relating to a proposed recommended all-share merger of KW and KWE (the "Merger"), which is to be implemented by means of a Court-sanctioned scheme of arrangement of KWE under Article 125 of the Jersey Companies Law (the "Original Offer"). On 13 June 2017, KW announced that it has agreed to make available a new alternative proposal (the "New Offer"), which will be available alongside the Original Offer. Unless otherwise defined in this announcement, capitalised terms used but not defined in this announcement have the same meanings given to them in the Original Rule 2.7 Announcement.

On 23 June 2017 (Pacific Standard Time), KW published a supplemental investor presentation, including certain information about the New Offer, KW and KWE. The full text of the investor presentation can be found online at:

http://ir.kennedywilson.com/kw-kwe-transaction

Enquiries

Kennedy-Wilson Holdings, Inc

Matt Windisch

+1 310 887 6400

 

Goldman Sachs (lead financial adviser to KW)

Mark Sorrell

+44 (0) 20 7774 1000

Chris Emmerson

+44 (0) 20 7774 1000

David Friedland

+1 212 902 0300

Keith Wetzel

+1 310 407 5700

 

BofA Merrill Lynch (financial adviser to KW)

Geoff Iles

+44 (0) 20 7628 1000

Kieran Millar

+44 (0) 20 7628 1000

Cavan Yang

Jeff Horowitz

 

+1 646 855 3213

Cavan Yang

+1 646 855 4157

 

Deutsche Bank (financial adviser to KW)

Drew Goldman

+1 212 250 2500

 

Rishi Bhuchar

+44 (0) 20 7545 8000

 

Brian Mendell

+1 212 250 2500

 

Nancy Davey

+1 212 250 2500


 

Joele Frank (public relations adviser to KW)

Meaghan Repko

+1 212 355 4449

Matt Gross

+1 212 355 4449

 

Further information

References to "this announcement" include references to the supplemental investor presentation.

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of KW or KWE in any jurisdiction in contravention of applicable law. 

This announcement does not constitute a prospectus or prospectus equivalent document.

Goldman Sachs, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting exclusively for KW and no one else in connection with the Merger or any other matter referred to in this announcement and will not be responsible to anyone other than KW for providing the protections afforded to clients of Goldman Sachs, or for providing advice in relation to the Merger or any other matters referred to in this announcement.

Merrill Lynch International, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with Merrill Lynch International, "BofA Merrill Lynch") are acting exclusively for KW and no one else in connection with the Merger or any other matter referred to in this Announcement and will not be responsible to anyone other than KW for providing the protections afforded to clients of BofA Merrill Lynch, or for providing advice in relation to the Merger or any other matters referred to in this Announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the UK, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the UK by the Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request or from www.db.com/en/content/eu_disclosures.htm.

Deutsche Bank AG, acting through its London branch ("DB London"), and Deutsche Bank Securities Inc. ("DBSI" and, together with DB London, "DB") are acting as financial advisers to KW and no other person in connection with this announcement and its contents. DB will not be responsible to any person other than KW for providing any of the protections afforded to clients of DB, nor for providing any advice, in relation to any matter referred to herein. Without limiting a person's liability for fraud, neither DB nor any of their affiliates nor any of their or their affiliates' respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person in connection with this announcement and its contents.


Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecast

Unless expressly stated otherwise, no statement in this announcement is intended as a profit forecast or profit estimate for any period.

Additional information and where to find it

This announcement may be deemed to be solicitation material in respect of the proposed acquisition of KWE by KW, including the issuance of the New KW Shares in respect of the Merger.  In connection with the foregoing proposed issuance of New KW Shares, KW expects to file a proxy statement on Schedule 14A with the SEC.  To the extent KW effects the acquisition of KWE as a scheme of arrangement under Jersey law, the issuance of the New KW Shares in the Merger would not be expected to require registration under the US Securities Act, pursuant to an exemption provided by Section 3(a)(10) of the US Securities Act.  In the event that KW determines to effect the Merger pursuant to an Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to the New KW Shares that would be issued in the Merger.  INVESTORS AND SECURITY HOLDERS OF KW ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT KW WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KW, THE PROPOSED ISSUANCE OF THE NEW KW SHARES AND THE MERGER.  The preliminary proxy statement, the definitive proxy statement, in each case as applicable, and other relevant materials in connection with the proposed issuance of the New KW Shares and the Merger (when they become available), and, if required, the registration statement/prospectus and other documents filed by KW with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC at KW's website, ir.kennedywilson.com, or by contacting KW's Investor Relations department in writing at 151 S. El Camino Drive, Beverly Hills, CA 90212, United States of America.

KW believes that KW, KWE, their respective directors and certain KW executive officers may be deemed to be participants in the solicitation of proxies from KW Shareholders with respect to the Merger, including the proposed issuance of New KW Shares. Information about KW's directors and executive officers and their ownership of KW Shares and KWE Shares or securities referencing KWE Shares is set out in KW's Annual Report on Form 10-K for the fiscal year ended 31 December 2016, which was filed with the SEC on 27 February 2017, KW's proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on 28 April 2017, and KWE's Annual Report for the year ended 31 December 2016, which was filed with the SEC by KW on Form 8-K on 23 March 2017. Information about the directors of KWE is set out in KWE's Annual Report for the year ended 31 December 2016, which was filed with the SEC by KW on Form 8-K on 23 March 2017. Information regarding the identity of the potential participants, and their direct or indirect interests in the solicitation, by security holdings or otherwise, will be set out in the proxy statement and other materials to be filed with the SEC in connection with the Merger and issuance of New KW Shares.

Forward-looking statements

This announcement may contain certain "forward looking statements". These statements are based on current expectations and views of future events and developments and are naturally subject to uncertainty and changes in circumstances.  Forward looking statements typically include words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. All statements other than statements of historical facts are forward looking statements. You should not place undue reliance on such forward looking statements, which reflect the current views of the management of KW, are subject to numerous risks and uncertainties and are dependent on many factors, some of which are outside KW's control. There are important factors, risks and uncertainties that may cause actual outcomes and results to be materially different. Except as required by law, KW undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Documents available for inspection

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on KW's website at ir.kennedywilson.com by no later than 12 noon (London time) on 27 June 2017. For the avoidance of doubt, the contents of that website are not incorporated into and do not form part of this announcement.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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