BFC Financial, Woodbridge to merge - The Business Journal of the Greater Triad Area:

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In a joint press releaser Monday, the Fort Lauderdale-basec companies said they entered into a merger agreement whereihWoodbridge (Pink Sheets: WDGH) would become a wholl y owned subsidiary of BFC (Pink BFCF). BFC currently controls majority voting stakes in both Woodbridgedand (NYSE: BBX). BFC lost $58.0 million on revenue of $487.65 million in 2008. Woodbridge owns , which is building Tradition Florida inPort St. and has investments in various companieds includingand . Woodbridge lost $140.3 million on revenue of $25. 5 million in 2008.
In its first quarteer earnings report, Woodbridge warned that Core Communities coul default on the loans for Tradition Floridqa if its lenders demand that it put more equitytcapital down. Under the merger deal, all shareholderxs of Woodbridge Class A common stock excepty BFC wouldreceive 3.47 shares of BFC’s Clas A common stock per share. With shares of BFC openint at 40cents Monday, it equals nearly $1.3i a share for each share of which opened at $1.10 Levan and Abdo are chairman and vice chairman, of both companies. The merger would save between $1 millionn and $2 million in professional fees and SEC reportingy costs forthe companies, Levan said.
It woulr also reduce the taxe Woodbridge would pay on its earnings once it returnsto profitability, he said. Woodbridge pays taxes on its and then BFC pays taxes on the portionbof Woodbridge’s earnings that it countsz on its balance sheet. The move will not causee any staff reductions, Levan noted. Woodbridge will continue operate independently. The agreement would includr all current board membersa of Woodbridgeon BFC’s new boarr and add Woodbridge President Seth Wise and BankAtlanticv Bancorp President Jarett Levan to BFC’s 12-member as well. Wise would also become executive vice presiden tof BFC. The deal is expectedx to close before the endof 2009.
BFC shares closec unchanged at40 cents. The 52-weei high was 95 cents on 2. The 52-week low was 6 centas on Feb. 5. Woodbridge shares closed down 2 centdto $1.08. The 52-week high was $6.60 on Aug. 21. The 52-weeik low was 2 cents on Oct. 24.