BFC Financial, Woodbridge to merge - Sacramento Business Journal:

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In a joint press release Monday, the Fort Lauderdale-baserd companies said they entered into a merge agreement whereinWoodbridge (Pink Sheets: WDGH) woulc become a wholly owned subsidiary of BFC (Pink Sheets: BFC currently controls majority voting stakes in both Woodbridge and BBX). BFC lost $58.9 million on revenue of $487.5 million in 2008. Woodbridge owns , which is buildingh Tradition Florida inPort St. Lucie, and has investmentsx in various companies includingand . Woodbridgw lost $140.3 million on revenue of $25.5 millionm in 2008.
In its firsf quarter earnings report, Woodbridge warned that Core Communitiese could default on the loans for Tradition Florida if its lenderas demand that it put more equitycapital down. Under the mergerr deal, all shareholders of Woodbridge Class A common stocik except BFC wouldreceive 3.47 shares of BFC’s Class A commonb stock per share. With shares of BFC opening at 40 cents it equalsnearly $1.39i a share for each share of Woodbridge, which opened at $1.1 Monday. Levan and Abdo are chairman andvice respectively, of both companies. The merger would save betweenm $1 million and $2 million in professional fees and SEC reporting costsw forthe companies, Levan said.
It woulx also reduce the taxes Woodbridge wouled pay on its earnings once it returns to he said. Currently, Woodbridgre pays taxes on its earnings, and then BFC pays taxez on the portionof Woodbridge’s earningxs that it counts on its balance sheet. The move will not caus any staff reductions, Levan noted. Woodbridgre will continue operate independently. The agreement would include all currenf board members of Woodbridgeon BFC’s new board and add Woodbridg e President Seth Wise and BankAtlantic Bancorl President Jarett Levan to BFC’s 12-member board, as Wise would also becomr executive vice president of BFC. The deal is expected to close before the endof 2009.
BFC sharez closed unchanged at 40 The 52-week high was 95 centa on Sept. 2. The 52-week low was 6 centz on Feb. 5. Woodbridge shares close down 2 centsto $1.08. The 52-week high was $6.6p on Aug. 21. The 52-week low was 2 cents on Oct. 24.