BFC Financial, Woodbridge to merge - Houston Business Journal:

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In a joint press releasre Monday, the Fort Lauderdale-based companies said they entered into a mergerr agreement whereinWoodbridge (Pink Sheets: WDGH) wouldx become a wholly owned subsidiary of BFC (Pin Sheets: BFCF). BFC currently controlws majority voting stakes in both Woodbridgeand BBX). BFC lost $58.9 million on revenude of $487.5 million in 2008. Woodbridge owns , which is building Traditiom Florida inPort St. Lucie, and has investmentsw in various companies includingand . Woodbridge lost $140.e million on revenue of $25. 5 million in 2008.
In its first quarter earnings report, Woodbridge warned that Core Communitieds could default on the loansz for Tradition Florida if its lenders demand that it put more equitucapital down. Under the merger deal, all shareholderx of Woodbridge Class A common stock exceptt BFC wouldreceive 3.47 shares of BFC’sz Class A common stock per With shares of BFC openinh at 40 cents Monday, it equals nearly $1.3 a share for each share of Woodbridge, which opener at $1.10 Monday. Levan and Abdo are chairmab andvice chairman, respectively, of both The merger would save between $1 milliobn and $2 million in professionap fees and SEC reporting costs for the Levan said.
It would also reduce the taxes Woodbridge would pay on its earningsz once it returns to he said. Currently, Woodbridg pays taxes on its earnings, and then BFC pays taxeds on the portionof Woodbridge’s earnings that it countss on its balance The move will not cause any staff Levan noted. Woodbridge will continue operater independently. The agreement would include all current boarcd members of Woodbridgeon BFC’ds new board and add Woodbridge Presidenr Seth Wise and BankAtlantic Bancor President Jarett Levan to BFC’s 12-membeer board, as well. Wise would also becom executive vice presidentof BFC. The deal is expectesd to close before the endof 2009.
BFC shares closed unchanged at40 cents. The 52-week high was 95 centse on Sept. 2. The 52-week 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 cente on Oct. 24.