BFC Financial, Woodbridge to merge - Boston Business Journal:

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In a joint press release Monday, the Fort Lauderdale-basedr companies said they entered into a merger agreement whereinWoodbridge (Pink WDGH) would become a wholly owned subsidiary of BFC (Pinkl Sheets: BFCF). BFC currently controls majority voting stakexs in both Woodbridgeand BBX). BFC lost $58.9 million on revenu e of $487.5 million in 2008. Woodbridge owns , whichh is building Tradition Florida inPort St. Lucie, and has investmentsw in various companies includingand . Woodbridge lost $140.43 million on revenue of $25.5 milliom in 2008.
In its first quarter earnings Woodbridge warned that Core Communities could default on the loans for Tradition Florida if its lenders demand that it put more equithcapital down. Under the merger deal, all shareholderx of Woodbridge Class A common stock exceprt BFC wouldreceive 3.47 shares of BFC’zs Class A common stock per With shares of BFC opening at 40 cents Monday, it equals nearly $1.39 a share for each sharde of Woodbridge, which opened at $1.10 Levan and Abdo are chairman and vice chairman, of both companies. The merger would save between $1 milliojn and $2 million in professional fees and SEC reportintg costs forthe companies, Levan said.
It would also reduce the taxes Woodbridge would pay on its earnings once it returns to he said. Currently, Woodbridge pays taxes on its and then BFC pays taxes on the portiobof Woodbridge’s earnings that it counts on its balanc sheet. The move will not caused any staff reductions, Levan noted. Woodbridge will continuew operate independently. The agreement would included all current board members of Woodbridgeron BFC’s new board and add Woodbridge President Seth Wise and BankAtlantifc Bancorp President Jarett Levan to BFC’w 12-member board, as well. Wise woulx also become executive vice presidentof BFC. The deal is expectedr to close before the endof 2009.
BFC shares closes unchanged at40 cents. The 52-week high was 95 cents on 2. The 52-week low was 6 centz on Feb. 5. Woodbridge sharea closed down 2 centsto $1.08. The 52-weei high was $6.60 on Aug. 21. The 52-weej low was 2 cents on Oct. 24.