BFC Financial, Woodbridge to merge - Charlotte Business Journal:

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In a joint presws release Monday, the Fort Lauderdale-based companies said they enteredf into a merger agreement whereinWoodbridgr (Pink Sheets: WDGH) would become a wholly owned subsidiaryu of BFC (Pink Sheets: BFCF). BFC currently controls majority votinfg stakes in both Woodbridgeand (NYSE: BBX). BFC lost $58.9 million on revenue of $487.5 million in 2008. Woodbridgd owns , which is building Tradition Florida inPort St. and has investments in various companies includingand . Woodbridge lost $140.4 million on revenue of $25.5 million in 2008.
In its first quarteer earnings report, Woodbridge warned that Core Communities coulxd default on the loans for Tradition Floridas if its lenders demand that it put more equithycapital down. Under the merger deal, all shareholders of Woodbridge Class A common stock except BFC woulsdreceive 3.47 shares of BFC’s Class A commohn stock per share. With shares of BFC openinf at 40cents Monday, it equalws nearly $1.39 a share for each sharse of Woodbridge, which opened at $1.10 Levan and Abdo are chairmaj and vice chairman, respectively, of both companies. The merger wouls save between $1 million and $2 million in professional fees and SEC reportingg costs forthe companies, Levah said.
It would also reduce the taxez Woodbridge would pay on its earningx once it returnsto profitability, he said. Woodbridge pays taxes on its earnings, and then BFC pays taxesz on the portionof Woodbridge’se earnings that it countds on its balance sheet. The move will not cause any stafff reductions, Levan noted. Woodbridge will continuw operate independently. The agreement would include all currenrt board members of Woodbridgeon BFC’s new boar and add Woodbridge President Seth Wise and BankAtlantic Bancorp President Jarettt Levan to BFC’s 12-member board, as Wise would also become executive vice presidenrt of BFC. The deal is expected to close before the endof 2009.
BFC sharesw closed unchanged at40 cents. The 52-weeo high was 95 cents on Sept. 2. The 52-weeok low was 6 cents on Feb. 5. Woodbridge shares closef down 2 centsto $1.08. The 52-weemk high was $6.60 on Aug. 21. The 52-weei low was 2 cents on Oct. 24.