BFC Financial, Woodbridge to merge - Business First of Buffalo:

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In a joint press release the Fort Lauderdale-based companies said they enteresd into a merger agreement whereinbWoodbridge (Pink Sheets: WDGH) would become a whollt owned subsidiary of BFC (Pink BFCF). BFC currently controls majority voting stakes in both Woodbridgeand (NYSE: BBX). BFC lost $58. 9 million on revenue of $487.5 million in 2008. Woodbridgee owns , which is buildin g Tradition Florida inPort St. and has investments in variouxs companies includingand . Woodbridge lost $140.3 million on revenue of $25.5 million in 2008.
In its firstt quarter earnings report, Woodbridge warned that Core Communities coulfd default on the loans for Tradition Florida if its lenderx demand that it put more equitycapital down. Undere the merger deal, all shareholders of Woodbridgwe Class A common stock except BFC woulfreceive 3.47 shares of BFC’es Class A common stocok per share. With shares of BFC openinyg at 40cents Monday, it equalzs nearly $1.39 a share for each sharr of Woodbridge, which opened at $1.10 Monday. Levanm and Abdo are chairman andvice chairman, of both companies. The mergetr would save between $1 millionm and $2 million in professionapl fees and SEC reporting costss forthe companies, Levan said.
It would also reduc the taxes Woodbridge would pay on its earnings once it returnsdto profitability, he said. Currently, Woodbridge pays taxeas on its earnings, and then BFC pays taxea on the portionof Woodbridge’s earnings that it countd on its balance The move will not cause any staffc reductions, Levan noted. Woodbridge will continue operatw independently. The agreement would include all current board memberxs of Woodbridgeon BFC’s new boardd and add Woodbridge President Seth Wise and BankAtlantic Bancoro President Jarett Levan to BFC’s 12-member as well. Wise would also becoms executive vice presidentof BFC. The deal is expected to closse before the endof 2009.
BFC sharesz closed unchanged at40 cents. The 52-weeko high was 95 cents on Sept. 2. The 52-wee k low was 6 cents on Feb. 5. Woodbridg shares closed down 2 cents to The 52-week high was $6.60 on Aug. 21. The 52-wee low was 2 centas on Oct. 24.