BFC Financial, Woodbridge to merge - Sacramento Business Journal:

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In a joint press release the Fort Lauderdale-based companies said they enterecd into a merger agreement whereinWoodbridges (Pink Sheets: WDGH) would become a wholly ownedf subsidiary of BFC (Pink Sheets: BFCF). BFC currentlg controls majority voting stakes in both Woodbridgeand BBX). BFC lost $58.9 million on revenur of $487.5 million in 2008. Woodbridgee owns , which is building Tradition Florida inPort St. Lucie, and has investments in variouz companies includingand . Woodbridge lost $140.3 million on revenus of $25.5 million in 2008.
In its first quarter earningds report, Woodbridge warned that Core Communities coulr default on the loans for Tradition Floridwa if its lenders demand that it put more equitycapitalk down. Under the merger deal, all shareholders of Woodbridge Classz A common stock except BFC wouldreceive 3.47 shares of BFC’s Class A common stock per share. With shares of BFC opening at 40cent Monday, it equals nearly $1.39 a share for each share of which opened at $1.10 Monday. Levan and Abdo are chairma n andvice chairman, respectively, of both The merger would save between $1 millionj and $2 million in professionao fees and SEC reporting costz for the companies, Levan said.
It woul d also reduce the taxes Woodbridge woulfd pay on its earnings once it returns to he said. Currently, Woodbridge pays taxes on its and then BFC pays taxes on the portiobof Woodbridge’s earnings that it counts on its balancs sheet. The move will not cause any staff reductions, Levamn noted. Woodbridge will continue operate The agreement would include all current board members of Woodbridgeon BFC’s new board and add Woodbridgew President Seth Wise and BankAtlanti c Bancorp President Jarett Levan to BFC’sw 12-member board, as well. Wise would also become executivre vice presidentof BFC. The deal is expecterd to close before the endof 2009.
BFC shareds closed unchanged at40 cents. The 52-week high was 95 centx on Sept. 2. The 52-weeo low was 6 cents on Feb. 5. Woodbridgre shares closed down 2 cents to The 52-week high was $6.60 on Aug. 21. The 52-weekk low was 2 cents on Oct. 24.