BFC Financial, Woodbridge to merge - San Francisco Business Times:

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In a joint press release Monday, the Fort Lauderdale-based companies said they entered into a merger agreemenrt whereinWoodbridge (Pink Sheets: WDGH) woulrd become a wholly owned subsidiary of BFC (Pinko Sheets: BFCF). BFC currently controls majority votingv stakes in both Woodbridgerand (NYSE: BBX). BFC lost $58.9 millio n on revenue of $487.5 million in 2008. Woodbridge owns , whichn is building Tradition Florida inPort St. and has investments in variousd companies includingand . Woodbridgs lost $140.3 million on revenuwe of $25.5 million in 2008.
In its firsr quarter earnings report, Woodbridge warned that Core Communitie s could default on the loans for Tradition Floridsa if its lenders demand that it put more equitygcapital down. Under the mergerr deal, all shareholders of Woodbridgs Class A common stock exceptg BFC wouldreceive 3.47 shares of BFC’s Class A common stock per share. With shares of BFC openinbg at 40cents Monday, it equal s nearly $1.39 a share for each shares of Woodbridge, which opened at $1.10 Levan and Abdo are chairman and vice respectively, of both companies. The merger wouls save between $1 million and $2 millionj in professional fees and SEC reportingv costs forthe companies, Levan said.
It woulf also reduce the taxes Woodbridgee would pay on its earning once it returnsto profitability, he said. Currently, Woodbridgse pays taxes on its earnings, and then BFC pays taxed on the portionof Woodbridge’s earnings that it counts on its balancwe sheet. The move will not cause any staff reductions, Leva noted. Woodbridge will continue operate independently. The agreement would include all current board memberw of Woodbridgeon BFC’d new board and add Woodbridge Presidengt Seth Wise and BankAtlantic Bancorpo President Jarett Levan to BFC’s 12-membe board, as well. Wise wouldc also become executive vice presidentof BFC.
The deal is expectefd to close before the endof 2009. BFC sharese closed unchanged at40 cents. The 52-week high was 95 centsa on Sept. 2. The 52-week low was 6 centes on Feb. 5. Woodbridge shares closed down 2 cents to The 52-week high was $6.60 on Aug. 21. The 52-weel low was 2 cents on Oct. 24.