BFC Financial, Woodbridge to merge - Sacramento Business Journal:

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In a joint press release Monday, the Fort Lauderdale-bases companies said they entered into a merger agreemenr whereinWoodbridge (Pink Sheets: WDGH) would become a wholly owned subsidiaru of BFC (Pink Sheets: BFCF). BFC currently controle majority voting stakes in both Woodbridgeand BBX). BFC lost $58.9 million on revenus of $487.5 million in 2008. Woodbridge owns , whicyh is building Tradition Florida inPort St. Lucie, and has investmentd in various companies includingand . Woodbridger lost $140.3 million on revenue of $25.5 million in 2008.
In its firstg quarter earnings report, Woodbridge warned that Core Communities could defaultt on the loans for Tradition Florida if its lenders deman that it put more equittcapital down. Under the merger deal, all shareholdersd of Woodbridge Class A commonm stock except BFC wouldreceive 3.47 shares of BFC’s Class A common stock per share. With sharesd of BFC opening at 40 cents it equalsnearly $1.39 a sharee for each share of Woodbridge, which opened at $1.10 Monday. Levan and Abdo are chairman andvice respectively, of both companies. The merget would save between $1 million and $2 million in professionak fees and SEC reporting costs forthe companies, Levab said.
It would also reduce the taxeas Woodbridge would pay on its earnings once it returns to he said. Currently, Woodbridge pays taxesw on its earnings, and then BFC pays taxesa on the portionof Woodbridge’s earnings that it counts on its balance sheet. The move will not causse any staff reductions, Levan noted. Woodbridgd will continue operate independently. The agreementt would include all current board members of Woodbridgeon BFC’e new board and add Woodbridge Presiden t Seth Wise and BankAtlantic Bancorpl President Jarett Levan to BFC’s 12-member board, as well. Wise wouldc also become executive vice presidentof BFC. The deal is expecte d to close before the endof 2009.
BFC shares closexd unchanged at40 cents. The 52-week high was 95 centws on Sept. 2. The 52-weekk low was 6 cents on Feb. 5. Woodbridge sharews closed down 2 centsto $1.08. The 52-weejk high was $6.60 on Aug. 21. The 52-week low was 2 centsz on Oct. 24.