BBX Capital, Inc. Announces Preliminary Results of Takeover Offer

FORT LAUDERDALE, Fla.–(BUSINESS WIRE)–BBX Capital, Inc. (OTCQX: BBXIA) (PINK: BBXIB) (BBX Capital or the Company) today announced the preliminary results of its cash tender offer to purchase up to 3,500,000 shares of its Class A common stock at a purchase price of $8 .00 per share. The takeover offer expired on Friday, July 9, 2021 at 5 p.m. New York time.

Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the custodian for the tender offer, a total of 1,420,481 shares of BBX Capitals Class A Common Stock have been properly tendered and not withdrawn, including 20,796 shares tendered through of a notification of guaranteed delivery. In accordance with the terms of the tender offer, BBX Capital expects to purchase all 1,420,481 shares offered for an aggregate price of approximately $11.4 million, excluding fees and costs related to the tender offer. The shares expected to be purchased represent approximately 9.5% of the issued and outstanding shares of BBX Capitals class A common stock and 7.6% of the total issued and outstanding shares of BBX Capitals, including the issued and outstanding shares of BBX Capitals class B common stock. Based on the preliminary number of shares expected to be purchased, after the purchase, BBX Capital will have issued and outstanding 17,300,109 common stock comprising 13,606,513 shares of its class common stock A and 3,693,596 shares of its Class B common stock.

The number of shares of BBX Capitals Class A Ordinary Shares that are expected to be purchased in the tender offer and the aggregate purchase price for the shares stated above are preliminary and subject to final confirmation by the Depositary and proper delivery of the shares offered, including shares offered according to the guaranteed delivery procedure. The final results of the tender offer will be announced and payment for shares of BBX Capitals Class A common stock accepted for purchase in the tender offer will commence immediately upon completion of the confirmation process. It is expected that the final results of the tender offer will be announced and that payment for the shares accepted in the tender offer will commence on Thursday 15 July 2021. All shares tendered in the tender offer but not accepted for purchase (e.g., irregularities, defects, or tenders otherwise deemed invalid by BBX Capital) will be promptly returned to the underwriting shareholders upon completion of the confirmation process.

Shareholders who have questions or would like additional information about the tender offer may contact the tender offer information agent, Laurel Hill Advisory Group, LLC, toll free at (888) 742-1305.

About BBX Capital, Inc.: BBX Capital, Inc. (OTCQX: BBXIA) (PINK: BBXIB) is a Florida-based diversified holding company whose principal holdings are BBX Capital Real Estate, BBX Sweet Holdings and Renin. For more information, visit www.BBXCapital.com.

This press release contains forward-looking statements. All opinions, forecasts, projections, future plans and other statements, other than statements of historical fact, are forward-looking statements. The forward-looking statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations and involve risks, uncertainties and other factors, many of which are beyond the Company’s control, that could cause actual results or performance to differ from those set forth or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to the tender offer described in this press release, including that the results of the tender offer announced in this press release are preliminary and subject to amendment and final confirmation. Reference is also made to the risks and uncertainties relating to the business, operations, business, results and financial condition of the company and its subsidiaries, and the ownership of the company’s stock, detailed in the company’s filings with the Securities and Exchange Commission (the SEC), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (including the section on risk factors thereof) and the Quarterly Report on Form 10-Q for the quarter ended March 31 2021, which viewed on the SEC’s website at www.sec.gov and in the About – Investor Relations section of the Company’s website at: www.bbxcapital.com. The Company cautions that the foregoing factors are not exclusive. Readers should not place undue reliance on forward-looking statements, which speak only as of the date made.