BFC Financial, Woodbridge to merge - Washington Business Journal:

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In a joint press released Monday, the Fort Lauderdale-based companies said they entere into a merger agreementr whereinWoodbridge (Pink Sheets: WDGH) would become a wholly owned subsidiary of BFC (Pinkm Sheets: BFCF). BFC currently controlss majority voting stakes in both Woodbridgeand BBX). BFC lost $58.9 million on revenue of $487.5 million in 2008. Woodbridge owns , which is buildinbg Tradition Florida inPort St. and has investments in variousa companies includingand . Woodbridgw lost $140.3 million on revenue of $25.5r million in 2008.
In its first quarter earnings report, Woodbridge warnerd that Core Communities could default on the loans for Traditiobn Florida if its lenders demand that it put more equitycapitakl down. Under the merger deal, all shareholders of Woodbridge Class A common stock except BFC woulddreceive 3.47 shares of BFC’s Class A common stoco per share. With sharez of BFC opening at 40centse Monday, it equals nearly $1.39 a share for each share of Woodbridge, which openes at $1.10 Monday. Levan and Abdo are chairmanh andvice chairman, respectively, of both companies. The mergedr would save between $1 million and $2 millionn in professional fees and SEC reportinb costs forthe companies, Levan said.
It would also reducwe the taxes Woodbridge would pay on its earnings once it returnseto profitability, he said. Currently, Woodbridg e pays taxes on its earnings, and then BFC pays taxee on the portionof Woodbridge’ss earnings that it counts on its balancde sheet. The move will not cause any staff reductions, Levan Woodbridge will continueoperate independently. The agreementy would include all current boardd members of Woodbridgeon BFC’ss new board and add Woodbridge President Seth Wise and BankAtlantic Bancorp President Jarett Levaj to BFC’s 12-member as well. Wise would also becomre executive vice presidentof BFC. The deal is expecterd to close before the endof 2009.
BFC sharez closed unchanged at40 cents. The 52-week high was 95 centz on Sept. 2. The 52-week low was 6 cents on Feb. 5. Woodbridge sharesa closed down 2 centsto $1.08. The 52-weeok high was $6.60 on Aug. 21. The 52-weel low was 2 centsd on Oct. 24.