BFC Financial, Woodbridge to merge - Atlanta Business Chronicle:

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In a joint press release Monday, the Fort Lauderdale-based companiesx said they entered into a merger agreement whereinWoodbridgre (Pink Sheets: WDGH) would become a wholly owneed subsidiary of BFC (Pink Sheets: BFC currently controls majority voting stakes in both Woodbridge and BBX). BFC lost $58.9 million on revenur of $487.5 million in 2008. Woodbridge owns , which is buildinhg Tradition Florida inPort St. and has investments in various companies includingand . Woodbridg e lost $140.3 million on revenuee of $25.5 million in 2008.
In its first quarter earnings report, Woodbridge warned that Core Communities couldx default on the loans for Tradition Florid if its lenders demand that it put more equitycapital down. Under the merger deal, all shareholderw of Woodbridge Class A common stocmk except BFC wouldreceive 3.47 sharews of BFC’s Class A common stocko per share. With shares of BFC opening at 40centzs Monday, it equals nearly $1.39 a share for each share of Woodbridge, which opened at $1.10 Monday. Levajn and Abdo are chairmam andvice chairman, respectively, of both companies.
The mergeer would save between $1 million and $2 million in professional fees and SEC reportin g costs forthe companies, Levan It would also reduce the taxes Woodbridge wouldx pay on its earnings once it returns to he said. Currently, Woodbridge pays taxes on its and then BFC pays taxee on the portionof Woodbridge’s earnings that it count on its balance sheet. The move will not cause any stafd reductions, Levan noted. Woodbridge will continuew operate independently. The agreement would include all curreng board members of Woodbridgeon BFC’xs new board and add Woodbridge President Seth Wise and BankAtlanti Bancorp President Jarett Levan to BFC’zs 12-member board, as well.
Wise would also becom executive vice presidentof BFC. The deal is expected to closr before the endof 2009. BFC share s closed unchanged at40 cents. The 52-week high was 95 centsd on Sept. 2. The 52-weel low was 6 cents on Feb. 5. Woodbridge shares closed down 2 cents to The 52-week high was $6.60 on Aug. 21. The 52-week low was 2 centd on Oct. 24.