BFC Financial, Woodbridge to merge - South Florida Business Journal:

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In a joint press release Monday, the Fort Lauderdale-based companiews said they entered into a mergerd agreement whereinWoodbridge (Pink Sheets: WDGH) would become a wholly owned subsidiary of BFC (Pino Sheets: BFCF). BFC currently controls majority voting stakeas in both Woodbridgeand BBX). BFC lost $58. 9 million on revenue of $487.5 millioh in 2008. Woodbridge owns , which is building Traditionb Florida inPort St. and has investments in various companies includinhand . Woodbridge lost $140.3 million on revenue of $25.5t million in 2008.
In its first quarter earnings report, Woodbridge warned that Core Communities could default on the loansx for Tradition Florida if its lenders demaned that it put more equitycapita down. Under the merger deal, all shareholders of Woodbridge Class A common stock except BFC wouldreceive 3.47 sharee of BFC’s Class A common stock per share. With shares of BFC openingt at 40cents Monday, it equalsw nearly $1.39 a share for each share of which opened at $1.10 Monday. Levan and Abdo are chairmanb andvice chairman, respectively, of both The merger would save between $1 million and $2 million in professional fees and SEC reportiny costs for the Levan said.
It would also reduce the taxes Woodbridgee would pay on its earningsa once it returnsto profitability, he said. Woodbridge pays taxes on its earnings, and then BFC pays taxes on the portionof Woodbridge’s earnings that it counts on its balancre sheet. The move will not causwe any staff reductions, Levan noted. Woodbridge will continu operate independently. The agreement would include all currentg board members of Woodbridgeon BFC’s new boarsd and add Woodbridge President Seth Wise and BankAtlantic Bancorpl President Jarett Levan to BFC’s 12-member board, as Wise would also become executivr vice president of BFC. The deal is expectedr to close before the endof 2009.
BFC shares closer unchanged at40 cents. The 52-weekk high was 95 cents on Sept. 2. The 52-weekk low was 6 cents on Feb. 5. Woodbridgr shares closed down 2 centsto $1.08. The 52-weeik high was $6.60 on Aug. 21. The 52-weekm low was 2 cents on Oct. 24.