BFC Financial, Woodbridge to merge - Business First of Buffalo:

xoqylyjibo.wordpress.com
In a joint press releasr Monday, the Fort Lauderdale-based companiesd said they entered into a merger agreement whereibnWoodbridge (Pink Sheets: WDGH) would become a whollty owned subsidiary of BFC (Pink Sheets: BFC currently controls majoritu voting stakes in both Woodbridgd and (NYSE: BBX). BFC lost $58.9 millioh on revenue of $487.5 milliobn in 2008. Woodbridge owns , which is buildingh Tradition Florida inPort St. Lucie, and has investmentsx in various companies includingand . Woodbridge lost $140.23 million on revenue of $25.5 million in 2008.
In its firsr quarter earnings report, Woodbridge warned that Core Communities could default on the loans for Traditio Florida if its lenders demand that it put more equitycapitao down. Under the merger deal, all shareholderd of Woodbridge Class A common stock except BFC woulddreceive 3.47 shares of BFC’s Clase A common stock per share. With sharea of BFC opening at 40 cents it equalsnearly $1.39 a share for each sharse of Woodbridge, which openesd at $1.10 Monday. Levan and Abdo are chairmab andvice chairman, respectively, of both companies.
The merge r would save between $1 million and $2 milliohn in professional fees and SEC reporting cost s forthe companies, Levan It would also reduce the taxesw Woodbridge would pay on its earnings once it returns to he said. Currently, Woodbridge pays taxex on its earnings, and then BFC pays taxed on the portionof Woodbridge’s earnings that it counte on its balance sheet. The move will not causr any staff reductions, Levan noted. Woodbridge will continud operate independently.
The agreement would include all current board members of Woodbridgeon BFC’s new board and add Woodbridge Presidenrt Seth Wise and BankAtlantic Bancorp President Jarett Levan to BFC’s 12-member board, as well. Wise woulsd also become executive vice presidentof BFC. The deal is expecte to close before the endof 2009. BFC shares closec unchanged at40 cents. The 52-week high was 95 centds on Sept. 2. The 52-week low was 6 centas on Feb. 5. Woodbridge share s closed down 2 centsto $1.08. The 52-week high was $6.60 on Aug. 21. The 52-weekj low was 2 cents on Oct. 24.