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EX-4.1 - EX-4.1 - ST JOE Co | b85047exv4w1.htm |
8-K - FORM 8-K - ST JOE Co | b85047e8vk.htm |
Exhibit 99.1
The St. Joe Company
133 South WaterSound Parkway
WaterSound, Florida 32413
866-417-7133
133 South WaterSound Parkway
WaterSound, Florida 32413
866-417-7133
FOR IMMEDIATE RELEASE
THE ST. JOE COMPANY ADOPTS SHAREHOLDER RIGHTS PLAN
WaterSound, FL February 15, 2011 The St. Joe Company (NYSE: JOE) today announced that its Board
of Directors has adopted a shareholder rights plan. The plan enables the Company to conduct an
orderly, thorough and deliberative process of exploring the Companys financial and strategic
alternatives. As previously announced, the Company has retained Morgan Stanley & Co. Incorporated
to serve as financial advisor to explore a wide range of options to enhance shareholder value.
The rights plan is intended to enable all of the Companys shareholders to realize the long-term
value of their investment in the Company. It is also designed to reduce the likelihood that any
person or group would gain control of the Company by open market accumulation or other coercive
takeover tactics without paying a control premium for all shares.
The rights plan was designed to include certain provisions that are important to shareholders. In
particular, the rights plan will not apply to any fully-financed tender offer that is made to all
shareholders and that meets certain other criteria. The rights will expire unless the rights plan
is approved by a vote of the shareholders on or before December 31, 2011.
Subject to limited exceptions, the rights will be exercisable if a person or group acquires 10% or
more of the Companys common stock (including the number of shares that are synthetically owned
pursuant to derivative transactions or ownership of derivative securities, if such person or group
owns 5% or more of the common stock) or announces a tender offer for 10% or more of the common
stock. The rights also will be exercisable if a person or group that already owns 10% or more of
the Companys common stock, without Board approval, acquires any additional shares (other than
pursuant to a dividend or distribution paid or made by the Company or pursuant to a stock split or
subdivision).
If the rights become exercisable, all rights holders (other than the person or group triggering the
rights) will be entitled to purchase the Companys common stock at a 50% discount. Rights held by
the person or group triggering the rights will become void and will not be exercisable.
Details about the rights plan will be contained in a Form 8-K to be filed by The St. Joe Company
with the U.S. Securities and Exchange Commission.
About St. Joe
The St. Joe Company, a publicly held company currently based in WaterSound, is one of Floridas
largest real estate development companies and Northwest Floridas largest private landowner. St.
Joe is primarily engaged in real estate development and sales, with significant interests in
timber. More information about the Company can be found on its website at www.joe.com.
Forward-Looking Statements
Statements in this press release that are not historical facts are forward- looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
about our beliefs, plans, goals, expectations and intentions. Forward-looking statements involve
risk and uncertainty, and there can be no assurance that the results described in such statements
will be realized. Such statements are based on our current expectations and we undertake no
obligation to publicly update or reissue any forward-looking statements. Risk factors that may
cause the actual results to differ are described in this press release and in various documents we
have filed with the U.S. Securities and Exchange Commission, including our Annual Report on Form
10-K for the year ended December 31, 2009, and our Quarterly Reports on
Form 10-Q.
Form 10-Q.
(c) 2010, The St. Joe Company. St. Joe, and the Taking Flight design are service marks of The
St. Joe Company.
CONTACT:
Investors
|
Media | |
David Childers
|
Joele Frank / Andrew Siegel | |
The St. Joe Company
|
Joele Frank, Wilkinson Brimmer Katcher | |
904-301-4302
|
212-355-4449 | |
dchilders@joe.com |