BFC Financial, Woodbridge to merge - San Francisco Business Times:

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In a joint press release Monday, the Fort Lauderdale-baseds companies said they entered into a merge r agreement whereinWoodbridge (Pink Sheets: WDGH) would becom a wholly owned subsidiary of BFC (Pink Sheets: BFC currently controls majority voting stakes in both Woodbridge and BBX). BFC lost $58.9 million on revenues of $487.5 million in 2008. Woodbridger owns , which is building Tradition Florida inPort St. and has investments in various companies includingand . Woodbridgw lost $140.3 million on revenue of $25.t5 million in 2008.
In its firsft quarter earnings report, Woodbridge warnefd that Core Communities could default on the loans for Traditionm Florida if its lendersd demand that it put more equity capital Under themerger deal, all shareholderes of Woodbridge Class A common stocok except BFC would receive 3.47 shares of BFC’s Classx A common stock per share. With shares of BFC openingv at 40cents Monday, it equalz nearly $1.39 a share for each share of Woodbridge, which opene d at $1.10 Monday. Levab and Abdo are chairmanm andvice chairman, respectively, of both companies.
The merge would save between $1 million and $2 milliom in professional fees and SEC reportingv costs forthe companies, Levan It would also reduce the taxes Woodbridgse would pay on its earnings once it returnes to profitability, he said. Woodbridge pays taxes on its earnings, and then BFC pays taxee on the portionof Woodbridge’s earnings that it countsz on its balance sheet. The move will not cause any staffr reductions, Levan noted. Woodbridge will continue operate independently.
The agreement would include all curren board members of Woodbridgeon BFC’s new board and add Woodbridge President Seth Wise and BankAtlantic Bancorpl President Jarett Levan to BFC’s 12-member as well. Wise would also becomr executive vice presidentof BFC. The deal is expected to clos before the endof 2009. BFC shares closedr unchanged at40 cents. The 52-week high was 95 centws on Sept. 2. The 52-week low was 6 centsx on Feb. 5. Woodbridge shares closesd down 2 centsto $1.08. The 52-weem high was $6.60 on Aug. 21. The 52-weekl low was 2 cents on Oct. 24.