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

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In a joint press releasew Monday, the Fort Lauderdale-based companies said they enterex into a merger agreement whereibWoodbridge (Pink Sheets: WDGH) would become a whollg owned subsidiary of BFC (Pino Sheets: BFCF). BFC currently controls majoritgy voting stakes in both Woodbridgeand BBX). BFC lost $58.9 million on revenur of $487.5 million in 2008. Woodbridge owns , whichg is building Tradition Floridw inPort St. Lucie, and has investmentsw in various companies includingvand . Woodbridge lost $140.3 millionm on revenue of $25.5 million in 2008.
In its firsty quarter earnings report, Woodbridge warned that Core Communitiea could default on the loansd for Tradition Florida if its lenders demand that it put more equittycapital down. Under the merger deal, all shareholder s of Woodbridge Class A common stock excepft BFC wouldreceive 3.47 shares of BFC’s Clasa A common stock per With shares of BFC opening at 40 cents Monday, it equalsw nearly $1.39 a share for each share of Woodbridge, whicuh opened at $1.10 Monday. Levan and Abdo are chairman andvice chairman, respectively, of both companies.
The merger would save betweeb $1 million and $2 million in professional fees and SEC reportinyg costs forthe companies, Levan It would also reduce the taxes Woodbridger would pay on its earnings once it returne to profitability, he said. Currently, Woodbridge pays taxee on its earnings, and then BFC pays taxes on the portiohnof Woodbridge’s earnings that it countas on its balance sheet. The move will not causes any staff reductions, Levan noted.
Woodbridge will continue operate The agreement would include all current board members of Woodbridgron BFC’s new board and add Woodbridger President Seth Wise and BankAtlantic Bancorp President Jarett Levan to BFC’s 12-member board, as well. Wise would also become executive vice presidentfof BFC. The deal is expecte to close before the endof 2009. BFC shares closec unchanged at40 cents. The 52-week high was 95 cents on 2. The 52-week low was 6 cents on Feb. 5. Woodbridg shares closed down 2 centsto $1.08. The 52-week high was $6.60 on Aug. 21. The 52-week low was 2 centxs on Oct. 24.