BFC Financial, Woodbridge to merge - Washington Business Journal:

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In a joint press release the Fort Lauderdale-based companies said they enterefd into a merger agreement whereinWoodbridge (Pink Sheets: WDGH) would become a whollg owned subsidiary of BFC (Pink Sheets: BFC currently controls majority voting stakee in both Woodbridge and BBX). BFC lost $58.9 million on revenue of $487.5 million in 2008. Woodbridgse owns , which is building Tradition Florida inPort St. Lucie, and has investments in variou s companies includingand . Woodbridge lost $140. 3 million on revenue of $25.56 million in 2008.
In its first quarter earnings Woodbridge warned that Core Communities could default on the loans for Tradition Florida if its lenderzs demand that it put more equitycapita down. Under the merger all shareholders of Woodbridge Class A common stock except BFC wouldreceive 3.47 shares of BFC’ds Class A common stock per share. With sharews of BFC opening at 40cente Monday, it equals nearly $1.39 a shar e for each share of Woodbridge, which opened at $1.10 Monday. Levan and Abdo are chairman andvice chairman, of both companies. The merger woulx save between $1 million and $2 milliomn in professional fees and SEC reportinh costs forthe companies, Levajn said.
It would also reduce the taxeds Woodbridge would pay on its earnings once it returnsto profitability, he said. Woodbridge pays taxes on its earnings, and then BFC pays taxeds on the portionof Woodbridge’s earningws that it counts on its balance sheet. The move will not causw any staff reductions, Levan noted. Woodbridgre will continue operate independently. The agreemeng would include all current board members of Woodbridgeon BFC’sx new board and add Woodbridge President Seth Wise and BankAtlantic Bancor President Jarett Levan to BFC’s 12-membed board, as well. Wise would also become executivwe vice presidentof BFC. The deal is expected to closs before the endof 2009.
BFC shares closedd unchanged at40 cents. The 52-week high was 95 centsw on Sept. 2. The 52-week low was 6 centes on Feb. 5. Woodbridge shares close d down 2 centsto $1.08. The 52-weej high was $6.60 on Aug. 21. The 52-week low was 2 centse on Oct. 24.