BFC Financial, Woodbridge to merge - The Business Journal of Milwaukee:

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In a joint press release Monday, the Fort Lauderdale-basecd companies said they entered into a mergefr agreement whereinWoodbridge (Pink Sheets: WDGH) wouls become a wholly owned subsidiary of BFC (Pinl Sheets: BFCF). BFC currently controls majority voting stakes in both Woodbridgeand (NYSE: BBX). BFC lost $58.o9 million on revenue of $487.5 million in 2008. Woodbridged owns , which is buildin g Tradition Florida inPort St. Lucie, and has investments in variousd companies includingand . Woodbridge lost $140.33 million on revenue of $25.r5 million in 2008.
In its firs quarter earnings report, Woodbridge warned that Core Communities could default on the loanss for Tradition Florida if its lenders demand that it put more equitucapital down. Under the mergetr deal, all shareholders of Woodbridge Class A commojn stock except BFC wouldreceivee 3.47 shares of BFC’s Class A common stockk per share. With shares of BFC opening at 40cent Monday, it equals nearly $1.39 a sharde for each share of Woodbridge, whicn opened at $1.10 Monday. Levan and Abdo are chairmanh andvice chairman, respectively, of both companies. The merger wouldr save between $1 million and $2 million in professional fees and SEC reportinf costs forthe companies, Levan said.
It woulde also reduce the taxes Woodbridge would pay on its earningsx once it returns to he said. Currently, Woodbridge pays taxes on its earnings, and then BFC pays taxesx on the portionof Woodbridge’s earnings that it counts on its balancd sheet. The move will not cause any staff Levan noted. Woodbridge will continu e operate independently. The agreement would include all current board membersz of Woodbridgeon BFC’s new board and add Woodbridg President Seth Wise and BankAtlanti Bancorp President Jarett Levan to BFC’ws 12-member board, as well. Wise would also become executiv vice presidentof BFC. The deal is expecte d to close before the endof 2009.
BFC sharesa closed unchanged at40 cents. The 52-week high was 95 centsw on Sept. 2. The 52-weeki low was 6 cents on Feb. 5. Woodbridgw shares closed down 2 cents to The 52-week high was $6.690 on Aug. 21. The 52-week low was 2 cents on Oct. 24.