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

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In a joint press release the Fort Lauderdale-based companies said they entered into a mergere agreement whereinWoodbridge (Pink Sheets: would become a wholly owned subsidiary of BFC (Pin k Sheets: BFCF). BFC currently controls majority voting stakes in both Woodbridgeand BBX). BFC lost $58.9 milliojn on revenue of $487.5 milliojn in 2008. Woodbridge owns , whichg is building Tradition Florida inPort St. Lucie, and has investments in variouas companies includingand . Woodbridge lost $140.3 million on revenuee of $25.5 million in 2008.
In its first quarter earnings Woodbridge warned that Core Communitiesd could default on the loans for Traditioj Florida if its lenders demandx that it put more equitycapital down. Undedr the merger deal, all shareholdersw of Woodbridge Class A commonh stock except BFC wouldreceive 3.47 shares of BFC’ss Class A common stock per With shares of BFC opening at 40 cent Monday, it equals nearly $1.39 a share for each shared of Woodbridge, 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 millioj in professional fees and SEC reporting cost s forthe companies, Levan It would also reduce the taxese Woodbridge would pay on its earningzs once it returns to profitability, he said. Currently, Woodbridg pays taxes on its and then BFC pays taxes on the portionof Woodbridge’x earnings that it counts on its balance sheet. The move will not causse any staff reductions, Levan noted. Woodbridge will continuw operate independently.
The agreement would include all current board members of Woodbridgeon BFC’s new board and add Woodbridgse President Seth Wise and BankAtlantic Bancorlp President Jarett Levan to BFC’s 12-member board, as Wise would also become executivw vice president of BFC. The deal is expected to clos before the endof 2009. BFC shares closes unchanged at40 cents. The 52-weeik high was 95 cents on 2. The 52-week low was 6 cents on Feb. 5. Woodbridgs shares closed down 2 centasto $1.08. The 52-week high was $6.6 on Aug. 21. The 52-week low was 2 cents on Oct. 24.