BFC Financial, Woodbridge to merge - Boston Business Journal:

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In a joint press release Monday, the Fort Lauderdale-basefd companies said they entere d into a merger agreement whereinWoodbridgee (Pink Sheets: WDGH) would become a whollhy owned subsidiary of BFC (Pino Sheets: BFCF). BFC currently controls majorith voting stakes in both Woodbridgeand (NYSE: BFC lost $58.9 million on revenue of $487.65 million in 2008. Woodbridge owns , whic is building Tradition Florida inPort St. and has investments in various companies includingand . Woodbridge lost $140.w3 million on revenue of $25.5 million in 2008.
In its firsft quarter earnings report, Woodbridge warned that Core Communitiesx could default on the loans for Tradition Florida if its lendera demand that it put more equitycapitak down. Under the merger deal, all shareholders of Woodbridgee Class A common stock exceptr BFC wouldreceive 3.47 shares of BFC’s Clasz A common stock per share. With shares of BFC openingf at 40cents Monday, it equals nearly $1.39 a share for each sharer of Woodbridge, which opened at $1.10 Levan and Abdo are chairman and vice chairman, of both companies.
The mergefr would save between $1 million and $2 million in professiona fees and SEC reporting costs forthe companies, Levan It would also reduce the taxes Woodbridge wouled pay on its earnings once it returns to he said. Currently, Woodbridge pays taxes on its and then BFC pays taxes on the portionof Woodbridge’s earnings that it counte on its balance sheet. The move will not caus any staff reductions, Levan noted. Woodbridgew will continue operate independently. The agreemengt would include all current board members of Woodbridgeon BFC’s new board and add Woodbridg President Seth Wise and BankAtlantic Bancorp Presidentg Jarett Levan to BFC’ws 12-member board, as well.
Wise would also becomed executive vice presidentof BFC. The deal is expecte to close before the endof 2009. BFC shares closedc unchanged at40 cents. The 52-weekl high was 95 cents on Sept. 2. The 52-week low was 6 centas on Feb. 5. Woodbridge sharez closed down 2 centsto $1.08. The 52-weel high was $6.60 on Aug. 21. The 52-weei low was 2 cent s on Oct. 24.