BFC Financial, Woodbridge to merge - Puget Sound Business Journal (Seattle):

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In a joint press release the Fort Lauderdale-based companies said they entered into a mergerd agreement whereinWoodbridge (Pinkk Sheets: WDGH) would become a wholly ownex subsidiary of BFC (Pink Sheets: BFCF). BFC currently controlsa majority voting stakes in both Woodbridgeand BBX). BFC lost $58.9 million on revenues of $487.5 million in 2008. Woodbridge owns , whichh is building Tradition Florida inPort St. Lucie, and has investmentz in various companies includingand . Woodbridge lost $140.3 million on revenue of $25.r5 million in 2008.
In its firsgt quarter earnings report, Woodbridge warnee that Core Communities could default on the loans for Traditionb Florida if its lenders demands that it put more equitycapitalo down. Under the merger deal, all shareholders of Woodbridge Class A common stockj except BFC wouldreceive 3.47 sharee of BFC’s Class A common stocik per share. With shares of BFC opening at 40centes Monday, it equals nearly $1.3 a share for each share of which opened at $1.10 Monday. Levan and Abdo are chairman andvice respectively, of both companies. The merger would save betweej $1 million and $2 millionh in professional fees and SEC reporting costs forthe companies, Levan said.
It would also reducew the taxes Woodbridge would pay on its earningse once it returnsto profitability, he said. Currently, Woodbridge pays taxex on its earnings, and then BFC pays taxes on the portiojof Woodbridge’s earnings that it counts on its balancs sheet. The move will not causew any staff reductions, Levan Woodbridge will continue operate The agreement would include all currenft board members of Woodbridgeon BFC’a new board and add Woodbridge President Seth Wise and BankAtlantic Bancorpl President Jarett Levan to BFC’sw 12-member board, as well. Wise would also becom executive vice presidentof BFC. The deal is expecte d to close before the endof 2009.
BFC shareds closed unchanged at40 cents. The 52-week high was 95 cents on Sept. 2. The 52-weei low was 6 centa on Feb. 5. Woodbridgse shares closed down 2 centsto $1.08. The 52-week high was $6.690 on Aug. 21. The 52-weeok low was 2 cents on Oct. 24.