SunCal Companies makes offer on Westland Development

SunCal Companies makes offer on Westland Development
Los Angeles Business from bizjournals - June 2, 2006




Westland Development Co. says it most likely won't hold a June 8 shareholder vote on the sale of the company because a new suitor has emerged and is offering a higher price to its shareholders.
SunCal Companies of Irvine has offered to purchase Westland's 794,927 outstanding shares for a price of $280 per share or approximately $222 million, according to a news release issued by Westland Thursday.

Sedora Holdings of Las Vegas was slated to buy the land for $212 million or $266.23 per share and a vote was scheduled for next Thursday, June 8, on that bid. Sedora also committed to spend $1 million per year for the next 100 years to fund an Atrisco Heritage Center. SunCal is offering benefits "nearly identical" to the deal with Sedora, according to Westland's release.
As it now stands, the June 8 election will most likely involve only the vote by shareholders for three of Westland's directors.
SunCal is a family-owned company founded in the 1930s and is one of California's largest privately held developers of master-planned communities. Its projects include Serrano Heights in Orange, the Tesoro Del Valle in Santa Clarita, and Oxnard's in Mandalay Bay.
Westland considers the offer by SunCal to be a "superior proposal" to Sedora's offer and is giving Sedora until Monday, June 5, to negotiate a counter offer, the news release states.
SunCal has promised to reimburse Westland for up to $3 million of its expenses. It has offered to distribute to Westland's shareholders, or a charitable trust, all of Westland's future oil and gas revenues from current leases and 20 percent of revenues from future mineral leases after the completion of the sale/merger.
In addition, SunCal has elevated a termination fee to $10 million. It is a fee that Westland would pay if SunCal's proposed merger, once agreed upon, is terminated. Earlier this year, Westland paid a $5 million termination settlement to an earlier bidder, ANM Holdings of Delaware, who dropped out of the bidding war for the land when Sedora made its offer. Sedora put up the $5 million in order to negotiate its deal with Westland.
Last October, ANM proposed paying $203 million or $255 per share for the Albuquerque, NM area company. Sedora appeared in February with its offer. ANM withdrew in March and Sedora appeared all but certain to get a shareholder's vote. The offer by SunCal was made on Wednesday, May 31.
A two-thirds vote of Westland's 6,000 shareholders is required for any sale to take place.








I hope this will help the shareholders of the Jacona Land Grant come up with ideas for our property in Santa Fe County.