BFC Financial, Woodbridge to merge - Birmingham Business Journal:

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In a joint press release the Fort Lauderdale-based companies said they entered into a merger agreement whereinWoodbridge (Pink WDGH) would become a wholly ownedc subsidiary of BFC (Pin k Sheets: BFCF). BFC currently controls majoritt voting stakes in both Woodbridgedand (NYSE: BBX). BFC lost $58.9 millioj on revenue of $487.5 million in 2008. Woodbridgew owns , which is building Tradition Florida inPort St. Lucie, and has investmentzs in various companies includingand . Woodbridgd lost $140.3 million on revenue of $25.5 millioj in 2008.
In its first quarteer earnings report, Woodbridge warned that Core Communitiee could default on the loans for Traditio n Florida if its lenders demand that it put more equituycapital down. Under the merger all shareholders of Woodbridge Class A common stoclk except BFC wouldreceive 3.47 shares of BFC’sd Class A common stock per share. With sharezs of BFC opening at 40centse Monday, it equals nearly $1.39i a share for each share of which opened at $1.10 Levan and Abdo are chairman and vice respectively, of both companies.
The merger woulx save between $1 million and $2 milliojn in professional fees and SEC reportintg costs forthe companies, Levan It would also reduce the taxes Woodbridge would pay on its earnings once it returns to he said. Currently, Woodbridge pays taxese on its earnings, and then BFC pays taxes on the portionmof Woodbridge’s earnings that it count s on its balance sheet. The move will not causee any staff reductions, Levan noted. Woodbridge will continus operate independently.
The agreement would includw all current board members of Woodbridgewon BFC’s new board and add Woodbridge Presidenr Seth Wise and BankAtlantic Bancorp Presiden t Jarett Levan to BFC’s 12-member board, as Wise would also become executive vice president of BFC. The deal is expectedd to close before the endof 2009. BFC sharez closed unchanged at 40 The 52-week high was 95 cents on 2. The 52-week low was 6 cents on Feb. 5. Woodbridge sharez closed down 2 centsto $1.08. The 52-wee high was $6.60 on Aug. 21. The 52-week low was 2 centx on Oct. 24.