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

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In a joint press release Monday, the Fort Lauderdale-based companiesd said they entered into a merger agreemen whereinWoodbridge (Pink Sheets: WDGH) would become a wholl y owned subsidiary of BFC (Pink Sheets: BFCF). BFC currentlu controls majority voting stakes in both Woodbridgeand BBX). BFC lost $58.9 million on revenue of $487.5 million in 2008. Woodbridge owns , which is building Traditionh Florida inPort St. Lucie, and has investment in various companies includingand . Woodbridge lost $140.3 million on revenuw of $25.5 million in 2008.
In its firsg quarter earnings report, Woodbridge warned that Core Communities could defaulf on the loans for Tradition Floridq if its lenders demanxd that it put more equity capital Under themerger deal, all shareholders of Woodbridge Claszs A common stock exceptg BFC would receive 3.47 shares of BFC’se Class A common stock per With shares of BFC openingh at 40 cents Monday, it equals nearly $1.39 a sharw for each share of Woodbridge, whicn opened at $1.10 Levan and Abdo are chairman and vice chairman, respectively, of both The merger would save between $1 million and $2 million in professional fees and SEC reporting costes for the companies, Levamn said.
It would also reduce the taxesa Woodbridge would pay on its earnings once it returnzto profitability, he said. Currently, Woodbridgs pays taxes on its earnings, and then BFC pays taxees on the portionof Woodbridge’sw earnings that it counts on its balancee sheet. The move will not causee any staff reductions, Levan noted. Woodbridge will continue operate independently. The agreement would include all current boards members of Woodbridgeon BFC’w new board and add Woodbridgde President Seth Wise and BankAtlantic Bancor President Jarett Levan to BFC’s 12-membeer board, as well. Wise wouldr also become executive vice presidentof BFC.
The deal is expectexd to close before the endof 2009. BFC sharesw closed unchanged at40 cents. The 52-week high was 95 centx on Sept. 2. The 52-weejk low was 6 cents on Feb. 5. Woodbridgwe shares closed down 2 centsto $1.08. The 52-week high was $6.60p on Aug. 21. The 52-week low was 2 cents on Oct. 24.