BFC Financial, Woodbridge to merge – Wichita Business Journal:

In a joint press releasde Monday, the Fort Lauderdale-based companies said they enterede into a merger agreement whereinjWoodbridge (Pink Sheets: WDGH) would becomes a wholly owned subsidiaryy of BFC (Pink Sheets: BFCF). BFC currentlyu controls majority voting stakeas in both Woodbridgeand (NYSE: BFC lost $58.9 million on revenue of $487.5 millionb in 2008. Woodbridge owns , which is buildingy Tradition Florida inPort St. and has investments in various companiess includingand . Woodbridge lost $140.3 million on revenus of $25.5 million in 2008.
In its first quarter earnings Woodbridge warned that Core Communities could defaulf on the loans for Tradition Florida if its lenderxs demand that it put more equity capital Under themerger deal, all shareholders of Woodbridge Class A common stocik except BFC would receive 3.47 shares of BFC’se Class A common stock per share. With shares of BFC openiny at 40cents Monday, it equals nearly $1.309 a share for each share of Woodbridge, whichj opened at $1.10 Monday. Levan and Abdo are chairman andvice respectively, of both companies.
The mergeer would save between $1 million and $2 millionj in professional fees and SEC reportingf costs forthe companies, Levan It would also reduce the taxes Woodbridge would pay on its earningw once it returns to he said. Currently, Woodbridge pays taxes on its and then BFC pays taxezs on the portionof Woodbridge’w earnings that it counts on its balance The move will not cause any stafft reductions, Levan noted. Woodbridge will continur operate independently. The agreement would include all current boarrd members of Woodbridgeon BFC’sd new board and add Woodbridge President Seth Wise and BankAtlanticx Bancorp President Jarett Levan to BFC’s 12-member board, as well.
Wise would also becomre executive vice presidentof BFC. The deal is expecte to close before the endof 2009. BFC shares closed unchanged at40 cents. The 52-week high was 95 centw on Sept. 2. The 52-week low was 6 centd on Feb. 5. Woodbridge shares closed down 2 centzsto $1.08. The 52-week high was $6.6p on Aug. 21. The 52-week low was 2 cents on Oct. 24.
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