BFC Financial, Woodbridge to merge - Business Courier of Cincinnati:

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In a joint press releasde Monday, the Fort Lauderdale-based companies said they enterex into a merger agreement whereinWoodbridge (Pink Sheets: WDGH) woule become a wholly ownee subsidiary of BFC (Pink Sheets: BFCF). BFC currentl y controls majority voting stakes in both Woodbridgeand BBX). BFC lost $58. million on revenue of $487.5r million in 2008. Woodbridge owns , whicnh is building Tradition Florida inPort St. and has investments in various companiezs includingand . Woodbridge lost $140.3 millio on revenue of $25.5 million in 2008.
In its firstg quarter earnings report, Woodbridge warned that Core Communities coulx default on the loans for Tradition Floridaz if its lenders demand that it put more equitycapitapl down. Under the merger deal, all shareholderd of Woodbridge Class A commonm stock except BFC wouldreceive 3.47 shares of BFC’w Class A common stock per share. With shared of BFC opening at 40cents Monday, it equal nearly $1.39 a share for each shard of Woodbridge, which opened at $1.10 Levan and Abdo are chairman and vice respectively, of both companies. The merger woulc save between $1 million and $2 millionn in professional fees and SEC reporting costs for the Levan said.
It would also reduce the taxes Woodbridge would pay on its earnings once it returnasto profitability, he said. Currently, Woodbridge pays taxes on its and then BFC pays taxes on the portiobof Woodbridge’s earnings that it countsx on its balance sheet. The move will not cause any staff reductions, Levan noted. Woodbridge will continude operate independently. The agreement would include all current boardf members of Woodbridgeon BFC’s new board and add Woodbridge Presidenrt Seth Wise and BankAtlantic Bancorp President Jarett Levan to BFC’s 12-member board, as well. Wise woulf also become executive vice presidentof BFC. The deal is expectesd to close before the endof 2009.
BFC shareas closed unchanged at40 cents. The 52-weekm high was 95 cents on 2. The 52-week low was 6 centxs on Feb. 5. Woodbridge shares closed down 2 centszto $1.08. The 52-week high was $6.60 on Aug. 21. The 52-wee k low was 2 cents on Oct. 24.