BFC Financial, Woodbridge to merge - Houston Business Journal:

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In a joint press releasde Monday, the Fort Lauderdale-based companies said they enteredc into a merger agreement whereinWoodbridge (Pink Sheets: WDGH) would become a wholly owned subsidiary of BFC (Pin Sheets: BFCF). BFC currently controlz majority voting stakes in both Woodbridgrand (NYSE: BBX). BFC lost $58.9 milliomn on revenue of $487.5 million in 2008. Woodbridgw owns , which is building Traditionj Florida inPort St. Lucie, and has investments in variou s companies includingand . Woodbridger lost $140.3 million on revenue of $25.5 million in 2008.
In its firs t quarter earnings report, Woodbridge warned that Core Communitiez could default on the loans for Tradition Florida if its lenderw demand that it put more equitycapitapl down. Under the merger deal, all shareholder of Woodbridge Class A common stocj except BFC wouldreceive 3.47 shares of BFC’d Class A common stock per With shares of BFC opening at 40 cents it equals nearly $1.39 a share for each share of Woodbridge, whicy opened at $1.10 Monday. Levan and Abdo are chairman andvice respectively, of both companies. The mergefr would save between $1 million and $2 million in professiona fees and SEC reporting costs forthe companies, Levaj said.
It would also reduce the taxes Woodbridge woulx pay on its earnings once it returnsto profitability, he Currently, Woodbridge pays taxes on its earnings, and then BFC pays taxeds on the portion of Woodbridge’s earnings that it counta on its balance sheet. The move will not cause any stafcf reductions, Levan noted. Woodbridge will continue operats independently. The agreement would include all current board member of Woodbridgeon BFC’s new board and add Woodbridgd President Seth Wise and BankAtlanti c Bancorp President Jarett Levan to BFC’s 12-member board, as well. Wise woulf also become executive vice presidentof BFC. The deal is expectexd to close before the endof 2009.
BFC shares closefd unchanged at40 cents. The 52-weeok high was 95 cents on Sept. 2. The 52-weekm low was 6 cents on Feb. 5. Woodbridge sharese closed down 2 centsto $1.08. The 52-weeok high was $6.60 on Aug. 21. The 52-weeok low was 2 cents on Oct. 24.