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

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In a joint press releass Monday, the Fort Lauderdale-basedx companies said they entered into a merger agreemengt whereinWoodbridge (Pink Sheets: would become a wholly ownedd subsidiary of BFC (Pink Sheets: BFC currently controls majority votin stakes in both Woodbridge and (NYSE: BBX). BFC lost $58.9 millio on revenue of $487.5 million in 2008. Woodbridgse owns , which is building Tradition Floridw inPort St. Lucie, and has investment s in various companies includingand . Woodbridge lost $140.w3 million on revenue of $25.5 milliohn in 2008.
In its first quarte r earnings report, Woodbridge warned that Core Communitiesa could default on the loans for Tradition Florida if its lenderes demand that it put more equity capital Under themerger deal, all shareholders of Woodbridge Classx A common stock except BFC would receive 3.47 sharews of BFC’s Class A common stocmk per share. With shares of BFC opening at 40centz Monday, it equals nearly $1.399 a share for each share of Woodbridge, whichy opened at $1.10 Levan and Abdo are chairman and vice chairman, of both companies. The merger woulde save between $1 million and $2 milliojn in professional fees and SEC reportint costs forthe companies, Levan said.
It wouldc also reduce the taxes Woodbridge would pay on its earningas once it returnsto profitability, he said. Woodbridge pays taxes on its earnings, and then BFC pays taxeas on the portionof Woodbridge’sz earnings that it counts on its balance The move will not cause any staff reductions, Levanm noted. Woodbridge will continue operatwe independently. The agreement would include all current boarc members of Woodbridgeon BFC’ new board and add Woodbridge President Seth Wise and BankAtlantic Bancorp President Jarett Levan to BFC’s 12-membet board, as well. Wise woulrd also become executive vice presidentof BFC. The deal is expectede to close before the endof 2009.
BFC sharese closed unchanged at40 cents. The 52-week high was 95 centse on Sept. 2. The 52-weei low was 6 cents on Feb. 5. Woodbridged shares closed down 2 centsto $1.08. The 52-week high was $6.6o on Aug. 21. The 52-week low was 2 cents on Oct. 24.