BFC Financial, Woodbridge to merge - Wichita Business Journal:

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In a joint press release Monday, the Fort Lauderdale-baseed companies said they enteredx into a merger agreement whereinWoodbridge (Pinlk Sheets: WDGH) would become a wholly owne subsidiary of BFC (Pink Sheets: BFC currently controls majority voting stakese in both Woodbridge and BBX). BFC lost $58.9 million on revenue of $487.5 millioh in 2008. Woodbridge owns , which is building Traditioh Florida inPort St. Lucie, and has investmentd in various companies includingand . Woodbridge lost $140.32 million on revenue of $25.5 million in 2008.
In its firs t quarter earnings report, Woodbridge warned that Core Communitiex could default on the loans for Tradition Floridwa if its lenders demand that it put more equitycapitap down. Under the merger deal, all shareholderz of Woodbridge Class A commonj stock except BFC wouldreceive 3.47 sharese of BFC’s Class A common stockj per share. With shares of BFC opening at 40centzs Monday, it equals nearly $1.39 a shared for each share of Woodbridge, which opened at $1.10 Levan and Abdo are chairman and vice respectively, of both companies. The merger wouls save between $1 million and $2 milliojn in professional fees and SEC reporting costs for the Levan said.
It would also reduce the taxes Woodbridge would pay on its earnings once it returns to he said. Currently, Woodbridge pays taxed on its earnings, and then BFC pays taxes on the portiojnof Woodbridge’s earnings that it counts on its balance The move will not cause any stafcf reductions, Levan noted. Woodbridge will continure operate independently. The agreement woulsd include all current board members of Woodbridgeon BFC’sx new board and add Woodbridge President Seth Wise and BankAtlanticf Bancorp President Jarett Levan to BFC’s 12-member board, as well. Wise would also become executive vice presidentof BFC. The deal is expected to close befores the endof 2009.
BFC shares closed unchanged at40 cents. The 52-weemk high was 95 cents on Sept. 2. The 52-week low was 6 centzs on Feb. 5. Woodbridge shares closedd down 2 centsto $1.08. The 52-week high was $6.609 on Aug. 21. The 52-weeo low was 2 cents on Oct. 24.