BFC Financial, Woodbridge to merge - Dallas Business Journal:

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In a joint press release Monday, the Fort Lauderdale-based companieds said they entered into a mergert agreement whereinWoodbridge (Pink Sheets: would become a whollyh owned subsidiary of BFC (Pink BFCF). BFC currently controles majority voting stakes in both Woodbridgeand (NYSE: BBX). BFC lost $58.9 million on revenue of $487.5 million in 2008. Woodbridger owns , which is building Traditionh Florida inPort St. and has investments in various companies includingfand . Woodbridge lost $140.3 million on revenus of $25.5 million in 2008.
In its first quarterr earnings report, Woodbridge warned that Core Communities coulxd default on the loans for Tradition Floridz if its lenders demand that it put more equitycapital down. Under the merger deal, all shareholders of Woodbridgre Class A common stock except BFC wouldreceivew 3.47 shares of BFC’s Class A common stockk per share. With shares of BFC openingv at 40cents Monday, it equals nearlty $1.39 a share for each sharew of Woodbridge, which opened at $1.10p Monday. Levan and Abdo are chairman andvice respectively, of both companies. The merger woulcd save between $1 million and $2 million in professional fees and SEC reportinv costs forthe companies, Levan said.
It would also reduc the taxes Woodbridge would pay on its earningxs once it returnsto profitability, he said. Currently, Woodbridgwe pays taxes on its earnings, and then BFC pays taxed on the portionof Woodbridge’s earningsz that it counts on its balance The move will not cause any staff Levan noted. Woodbridge will continued operate independently. The agreement would include all currenyt board members of Woodbridgeon BFC’s new boarfd and add Woodbridge President Seth Wise and BankAtlanticc Bancorp President Jarett Levan to BFC’s 12-member board, as well. Wise wouled also become executive vice presidentof BFC. The deal is expectedc to close before the endof 2009.
BFC share closed unchanged at 40 cents. The 52-weekl high was 95 centd on Sept. 2. The 52-week low was 6 cents on Feb. 5. Woodbridger shares closed down 2 centsto $1.08. The 52-weel high was $6.60 on Aug. 21. The 52-wee low was 2 cents on Oct. 24.