BFC Financial, Woodbridge to merge - Washington Business Journal:

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In a joint press release the Fort Lauderdale-based companies said they entered into a mergefr agreement whereinWoodbridge (Pink Sheets: WDGH) wouldd become a wholly owned subsidiary of BFC (Pink BFCF). BFC currently controls majority votinh stakes in both Woodbridgeand (NYSE: BFC lost $58.9 million on revenue of $487.5 millioh in 2008. Woodbridge owns , which is buildinv Tradition Florida inPort St. Lucie, and has investment s in various companies includingand . Woodbridge lost $140.3 million on revenue of $25. 5 million in 2008.
In its first quarter earnings report, Woodbridge warned that Core Communities could default on the loans for Traditionb Florida if its lenders demancd that it put more equity capital Under themerger deal, all shareholderz of Woodbridge Class A commomn stock except BFC woulde receive 3.47 shares of BFC’sd Class A common stock per share. With sharez of BFC opening at 40cente Monday, it equals nearly $1.30 a share for each share of Woodbridge, which opened at $1.10 Levan and Abdo are chairman and vice respectively, of both companies. The mergerd would save between $1 million and $2 million in professionap fees and SEC reporting costs forthe companies, Levan said.
It would also reducw the taxes Woodbridge would pay on its earnings once it returnswto profitability, he Currently, Woodbridge pays taxes on its earnings, and then BFC pays taxexs on the portion of Woodbridge’se earnings that it counts on its balances sheet. The move will not causr any staff reductions, Levan noted. Woodbridge will continue operate The agreement would include all current board memberds of Woodbridgeon BFC’e new board and add Woodbridge Presideny Seth Wise and BankAtlantic Bancorp President Jarett Levan to BFC’s 12-member as well. Wise wouls also become executive vice presidentof BFC. The deal is expectecd to close before the endof 2009.
BFC sharese closed unchanged at 40 The 52-week high was 95 centds on Sept. 2. The 52-week low was 6 centd on Feb. 5. Woodbridge shares closed down 2 centzsto $1.08. The 52-week high was $6.60 on Aug. 21. The 52-wee low was 2 cents on Oct. 24.