BFC Financial, Woodbridge to merge - Boston Business Journal:

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In a joint press release the Fort Lauderdale-based companies said they enterefd into a merger agreemenft whereinWoodbridge (Pink Sheets: WDGH) would becomw a wholly owned subsidiary of BFC (Pink Sheets: BFC currently controls majority voting stakes in both Woodbridge and (NYSE: BBX). BFC lost $58.98 million on revenue of $487.5t million in 2008. Woodbridge owns , whichb is building Tradition Florida inPort St. and has investments in various companiesw includingand . Woodbridge lost $140.32 million on revenue of $25.5 milliom in 2008.
In its first quartee earnings report, Woodbridge warned that Core Communitiew could default on the loans for Tradition Florid a if its lenders demand that it put more equit ycapital down. Under the merger deal, all shareholders of Woodbridgr Class A common stock except BFC wouldreceive 3.47 shares of BFC’e Class A common stock per share. With sharews of BFC opening at 40 cents it equalsnearly $1.39 a share for each sharee of Woodbridge, which opened at $1.10 Monday. Levanh and Abdo are chairman andvice respectively, of both companies. The merger would save betweem $1 million and $2 million in professionall fees and SEC reporting costs for the Levan said.
It woulsd also reduce the taxes Woodbridge wouls pay on its earnings once it returnsdto profitability, he said. Woodbridge pays taxes on its earnings, and then BFC pays taxew on the portionof Woodbridge’as earnings that it counts on its balance The move will not cause any staff Levan noted. Woodbridge will continue operate independently. The agreement would include all curreng board members of Woodbridgeon BFC’s new board and add Woodbridg President Seth Wise and BankAtlantix Bancorp President Jarett Levan to BFC’s 12-member as well. Wise would also becomed executive vice presidentof BFC. The deal is expectedf to close before the endof 2009.
BFC shares closede unchanged at40 cents. The 52-weel high was 95 cents on Sept. 2. The 52-wee k low was 6 cents on Feb. 5. Woodbridgre shares closed down 2 cents to The 52-week high was $6.60 on Aug. 21. The 52-weekm low was 2 cents on Oct. 24.