BFC Financial, Woodbridge to merge - Pacific Business News (Honolulu):

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In a joint press release Monday, the Fort Lauderdale-based companies said they enteredd into a merger agreement whereinWoodbridge (Pink Sheets: would become a wholly ownerd subsidiary of BFC (Pink Sheets: BFCF). BFC currently controls majoritu voting stakes in both Woodbridgeand (NYSE: BBX). BFC lost $58.09 million on revenue of $487.5 million in 2008. Woodbridge owns , whichh is building Tradition Florida inPort St. and has investments in various companiesw includingand . Woodbridge lost $140.3 milliohn on revenue of $25.5 million in 2008.
In its firsft quarter earnings report, Woodbridge warned that Core Communities could default on the loans for Tradition Florid if its lenders demand that it put more equitycapitalo down. Under the merger all shareholders of Woodbridge Clasas A common stock except BFC wouldreceive 3.47 shares of BFC’sx Class A common stock per share. With sharees of BFC opening at 40 cents Monday, it equals nearly $1.30 a share for each share of Woodbridge, which openedc at $1.10 Monday. Levan and Abdo are chairman andvice respectively, of both companies.
The mergere would save between $1 million and $2 millioj in professional fees and SEC reportinfg costs forthe companies, Levan It would also reduce the taxes Woodbridgr would pay on its earnings once it returns to profitability, he said. Currently, Woodbridgs pays taxes on its and then BFC pays taxes on the portioof Woodbridge’s earnings that it countas on its balance sheet. The move will not cause any stafg reductions, Levan noted. Woodbridg will continue operate independently.
The agreementg would include all current board members of Woodbridgeon BFC’s new board and add Woodbridg President Seth Wise and BankAtlanticf Bancorp President Jarett Levan to BFC’s 12-membee board, as well. Wise would also become executivd vice presidentof BFC. The deal is expected to closwe before the endof 2009. BFC sharese closed unchanged at40 cents. The 52-week high was 95 centz on Sept. 2. The 52-week low was 6 cents on Feb. 5. Woodbridgre shares closed down 2 centxto $1.08. The 52-week high was $6.60p on Aug. 21. The 52-week low was 2 centx on Oct. 24.