BFC Financial, Woodbridge to merge - Jacksonville Business Journal:

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In a joint pressz release Monday, the Fort Lauderdale-based companies said they entered into a merger agreement whereinWoodbridge (Pink WDGH) would become a wholly owneed subsidiary of BFC (Pink Sheets: BFC currently controls majority votingf stakes in both Woodbridge and (NYSE: BFC lost $58.9 million on revenuew of $487.5 million in 2008. Woodbridge owns , which is building Traditionh Florida inPort St. Lucie, and has investments in various companies includingand . Woodbridge lost $140.3 million on revenue of $25.5 million in 2008.
In its firsg quarter earnings report, Woodbridge warned that Core Communitiez could default on the loans for Traditionb Florida if its lenders demand that it put more equitycapital down. Under the merger deal, all shareholder s of Woodbridge Class A common stock except BFC woulereceive 3.47 shares of BFC’s Class A commonh stock per share. With sharezs of BFC opening at 40cents Monday, it equalss nearly $1.39 a share for each sharre of Woodbridge, which opened at $1.10 Levan and Abdo are chairman and vice chairman, of both companies. The merger woul d save between $1 million and $2 milliom in professional fees and SEC reporting costs for the Levan said.
It would also reduce the taxews Woodbridge would pay on its earnings once it returns to he said. Currently, Woodbridge pays taxexs on its earnings, and then BFC pays taxes on the portiohof Woodbridge’s earnings that it counts on its balance The move will not cause any stafff reductions, Levan noted. Woodbridges will continue operate independently. The agreement would includes all current board members of Woodbridgeon BFC’ds new board and add Woodbridge President Seth Wise and BankAtlantic Bancor President Jarett Levan to BFC’s 12-member board, as well. Wise wouldf also become executive vice presidentof BFC. The deal is expectedd to close before the endof 2009.
BFC sharesz closed unchanged at 40 The 52-week high was 95 cents on 2. The 52-week low was 6 cent s on Feb. 5. Woodbridge sharesa closed down 2 centsto $1.08. The 52-week high was $6.600 on Aug. 21. The 52-weemk low was 2 cents on Oct. 24.