BFC Financial, Woodbridge to merge - Pacific Business News (Honolulu):

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In a joint press release the Fort Lauderdale-based companies said they entered into a mergee agreement whereinWoodbridge (Pink WDGH) would become a whollyt owned subsidiary of BFC (Pink Sheets: BFCF). BFC currently controls majorith voting stakes in both Woodbridgeand (NYSE: BBX). BFC lost $58.9 milliom on revenue of $487.5 milliojn in 2008. Woodbridge owns , which is building Traditionb Florida inPort St. Lucie, and has investmentws in various companies includingand . Woodbridg lost $140.3 million on revenue of $25.5 million in 2008.
In its firsyt quarter earnings report, Woodbridge warnec that Core Communities could default on the loanws for Tradition Florida if its lenderas demand that it put more equityhcapital down. Under the merger all shareholders of Woodbridge Class A common stoc except BFC wouldreceive 3.47 shares of BFC’sa Class A common stock per share. With shares of BFC openingg at 40cents Monday, it equals nearluy $1.39 a share for each shared of Woodbridge, which opened at $1.10 Monday. Levanm and Abdo are chairman andvice chairman, of both companies. The merger would save betwee n $1 million and $2 million in professional fees and SEC reportingh costs forthe companies, Levan said.
It would also reduce the taxews Woodbridge would pay on its earnings once it returnsato profitability, he said. Currently, Woodbridgew pays taxes on its earnings, and then BFC pays taxees on the portionof Woodbridge’s earnings that it countsd on its balance sheet. The move will not causwe any staff reductions, Levan noted. Woodbridges will continue operate independently. The agreement would include all current board memberss of Woodbridgeon BFC’s new board and add Woodbridgew President Seth Wise and BankAtlantiv Bancorp President Jarett Levan to BFC’s 12-member board, as well. Wise would also become executive vice presidentfof BFC.
The deal is expected to close before the endof 2009. BFC sharesz closed unchanged at40 cents. The 52-wee high was 95 cents on 2. The 52-week low was 6 cents on Feb. 5. Woodbridgd shares closed down 2 cents to The 52-week high was $6.60 on Aug. 21. The 52-weem low was 2 cents on Oct. 24.