BFC Financial, Woodbridge to merge - Pacific Business News (Honolulu):

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In a joint press releasr Monday, the Fort Lauderdale-based companies said they entered into a mergefr agreement whereinWoodbridge (Pink Sheets: WDGH) would becomd a wholly owned subsidiary of BFC (Pinmk Sheets: BFCF). BFC currently controls majority voting stakes in both Woodbridgeand BBX). BFC lost $58.9 milliomn on revenue of $487.5 million in 2008. Woodbridgee owns , which is building Traditio Florida inPort St. Lucie, and has investmentw in various companies includingand . Woodbridge lost $140.34 million on revenue of $25.5 million in 2008.
In its first quarter earnings report, Woodbridge warned that Core Communitied could default on the loans for Tradition Florida if its lenders demand that it put more equitycapitakl down. Under the merger deal, all shareholders of Woodbridge Classw A common stock except BFC wouldreceived 3.47 shares of BFC’s Class A common stock per With shares of BFC opening at 40 cent Monday, it equals nearly $1.39 a share for each sharr of Woodbridge, which opened at $1.10 Levan and Abdo are chairman and vice respectively, of both companies. The merger wouldc save between $1 million and $2 million in professional fees and SEC reportinvg costs forthe companies, Levan said.
It would also reducse the taxes Woodbridge would pay on its earnings once it returnszto profitability, he said. Currently, Woodbridge pays taxezs on its earnings, and then BFC pays taxess on the portionof Woodbridge’s earnings that it counts on its balance sheet. The move will not causde any staff reductions, Levan noted. Woodbridgd will continue operate independently. The agreement would include all current boardc members of Woodbridgeon BFC’s new board and add Woodbridgs President Seth Wise and BankAtlantic Bancorp Presidenyt Jarett Levan to BFC’s 12-member as well. Wise would also becomse executive vice presidentof BFC.
The deal is expectedx to close before the endof 2009. BFC share closed unchanged at 40 cents. The 52-week high was 95 centzs on Sept. 2. The 52-week low was 6 cente on Feb. 5. Woodbridge shares closed down 2 cents to The 52-week high was $6.60 on Aug. 21. The 52-wee k low was 2 cents on Oct. 24.