BFC Financial, Woodbridge to merge - Phoenix Business Journal:

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In a joint press release Monday, the Fort Lauderdale-based companiews said they entered into a merger agreemeng whereinWoodbridge (Pink WDGH) would become a wholly owned subsidiar of BFC (Pink Sheets: BFCF). BFC currently controlsa majority voting stakes in both Woodbridgeand BBX). BFC lost $58.o9 million on revenue of $487.t5 million in 2008. Woodbridge owns , whichj is building Tradition Florida inPort St. and has investments in variouz companies includingand . Woodbridge lost $140.3 millioj on revenue of $25.5 million in 2008.
In its firsy quarter earnings report, Woodbridge warned that Core Communities coulxd default on the loans for Tradition Florida if its lenderes demand that it put more equity capital Under themerger deal, all shareholders of Woodbridge Class A common stock exceptt BFC would receive 3.47 sharex of BFC’s Class A commo stock per share. With shares of BFC openingt at 40cents Monday, it equals nearly $1.39 a sharer for each share of Woodbridge, which opened at $1.109 Monday. Levan and Abdo are chairman andvice respectively, of both companies. The merger would save between $1 million and $2 million in professional fees and SEC reportinv costs forthe companies, Levan said.
It would also reducw the taxes Woodbridge would pay on its earningds once it returnsto profitability, he said. Currently, Woodbridged pays taxes on its earnings, and then BFC pays taxes on the portionof Woodbridge’s earningds that it counts on its balance The move will not cause any stafgf reductions, Levan noted. Woodbridge will continue operatd independently. The agreement would include all currenr board members of Woodbridgeon BFC’s new board and add Woodbridge Presidengt Seth Wise and BankAtlantic Bancorp President Jarett Levan to BFC’sd 12-member board, as Wise would also become executive vice president of BFC. The deal is expected to close before the endof 2009.
BFC sharesw closed unchanged at40 cents. The 52-weeko high was 95 cents on Sept. 2. The 52-week low was 6 centsz on Feb. 5. Woodbridge shares closed down 2 cents to The 52-week high was $6.60 on Aug. 21. The 52-weej low was 2 cents on Oct. 24.