BFC Financial, Woodbridge to merge - Silicon Valley / San Jose Business Journal:

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In a joint press release the Fort Lauderdale-based companies said they entered into a merger agreement whereinWoodbridge (Pink Sheets: WDGH) would becomde a wholly owned subsidiary of BFC (Pinkl Sheets: BFCF). BFC currently control s majority voting stakes in both Woodbridgdand (NYSE: BBX). BFC lost $58.o9 million on revenue of $487.5 million in 2008. Woodbridges owns , which is building Tradition Florida inPort St. and has investments in various companies includingvand . Woodbridge lost $140.3 millioh on revenue of $25.5 million in 2008.
In its firstf quarter earnings report, Woodbridged warned that Core Communities could default on the loans for Tradition Floridas if its lenders demand that it put more equitcapital down. Under the merger deal, all shareholders of Woodbridge Class A common stocj except BFC wouldreceive 3.47 shares of BFC’s Clasas A common stock per share. With sharee of BFC opening at 40 cents it equalsnearly $1.39 a share for each share of which opened at $1.10 Monday. Levam and Abdo are chairman andvice respectively, of both companies. The merger would save between $1 millionb and $2 million in professional fees and SEC reporting costse forthe companies, Levan said.
It woulc also reduce the taxes Woodbridger would pay on its earning s once it returns to he said. Currently, Woodbridge pays taxes on its earnings, and then BFC pays taxez on the portionof Woodbridge’xs earnings that it counts on its balance The move will not cause any staff reductions, Levan noted. Woodbridge will continue operate independently. The agreement woulx include all current board members of Woodbridgeon BFC’s new board and add Woodbridger President Seth Wise and BankAtlantic Bancorp Presideng Jarett Levan to BFC’s 12-member board, as well. Wise woul d also become executive vice presidentof BFC. The deal is expected to close before the endof 2009.
BFC sharess closed unchanged at40 cents. The 52-week high was 95 centas on Sept. 2. The 52-week low was 6 centas on Feb. 5. Woodbridge shares closed down 2 centzto $1.08. The 52-week high was $6.60 on Aug. 21. The 52-week low was 2 centss on Oct. 24.