BFC Financial, Woodbridge to merge - The Business Review (Albany):

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In a joint press release the Fort Lauderdale-based companies said they entered into a mergef agreement whereinWoodbridge (Pink Sheets: would become a wholly owned subsidiaryg of BFC (Pink Sheets: BFC currently controls majority voting stakes in both Woodbridge and BBX). BFC lost $58.9 million on revenue of $487.65 million in 2008. Woodbridge owns , whicnh is building Tradition Florida inPort St. and has investments in various companies includingand . Woodbridges lost $140.3 million on revenuw of $25.5 million in 2008.
In its firstr quarter earnings report, Woodbridge warnecd that Core Communities could default on the loans for Tradition Florida if its lenders demand that it put more equityhcapital down. Under the merger deal, all shareholders of Woodbridger Class A common stock except BFC woulrreceive 3.47 shares of BFC’s Class A common stocik per share. With shares of BFC opening at 40centsx Monday, it equals nearly $1.3i a share for each share of Woodbridge, whicg opened at $1.10 Monday. Levanj and Abdo are chairman andvice chairman, respectively, of both The merger would save between $1 millio and $2 million in professional fees and SEC reportingh costs for the companies, Levan said.
It would also reduce the taxexs Woodbridge would pay on its earnings once it returnszto profitability, he Currently, Woodbridge pays taxes on its earnings, and then BFC pays taxews on the portion of Woodbridge’s earnings that it counts on its balance sheet. The move will not cause any staff Levan noted. Woodbridge will continue operate independently. The agreementr would include all current board members of Woodbridgseon BFC’s new board and add Woodbridgs President Seth Wise and BankAtlantidc Bancorp President Jarett Levanj to BFC’s 12-member board, as Wise would also become executive vice presiden of BFC. The deal is expected to closes before the endof 2009.
BFC shares closed unchanged at40 cents. The 52-week high was 95 centsw on Sept. 2. The 52-wee low was 6 cents on Feb. 5. Woodbridge shares closecd down 2 centsto $1.08. The 52-weej high was $6.60 on Aug. 21. The 52-weemk low was 2 cents on Oct. 24.