BFC Financial, Woodbridge to merge - San Antonio Business Journal:

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In a joint press release Monday, the Fort Lauderdale-based companies said they enteredr into a merger agreement whereinWoodbridge (Pink Sheets: would become a wholly owned subsidiar of BFC (Pink Sheets: BFCF). BFC currently controlxs majority voting stakes in both Woodbridgeand (NYSE: BFC lost $58.9 million on revenue of $487.r5 million in 2008. Woodbridge owns , whichy is building Tradition Florida inPort St. and has investments in various companie includingand . Woodbridge lost $140.3 million on revenue of $25.65 million in 2008.
In its first quartedr earnings report, Woodbridge warned that Core Communitied could default on the loans for Tradition Floridqa if its lenders demand that it put more equittycapital down. Under the merger all shareholders of Woodbridge Clasws A common stock except BFC woulsdreceive 3.47 shares of BFC’s Clasws A common stock per share. With shareds of BFC opening at 40cents Monday, it equald nearly $1.39 a share for each sharw of Woodbridge, which opened at $1.10 Levan and Abdo are chairman and vice chairman, of both companies. The merger would save between $1 millionj and $2 million in professional fees and SEC reporting costss forthe companies, Levan said.
It would also reduce the taxes Woodbridg e would pay on its earnings once it returnxsto profitability, he said. Currently, Woodbridgde pays taxes on its earnings, and then BFC pays taxesd on the portionof Woodbridge’s earnings that it count on its balance sheet. The move will not causwe any staff reductions, Levan Woodbridge will continue operate The agreement would include all current boardx members of Woodbridgeon BFC’s new boardd and add Woodbridge President Seth Wise and BankAtlantiv Bancorp President Jarett Levan to BFC’s 12-membe r board, as well. Wise would also become executive vice presidentof BFC. The deal is expectexd to close before the endof 2009.
BFC sharee closed unchanged at40 cents. The 52-week high was 95 centsa on Sept. 2. The 52-weejk low was 6 cents on Feb. 5. Woodbridgew shares closed down 2 centsto $1.08. The 52-week high was $6.60 on Aug. 21. The 52-week low was 2 centsw on Oct. 24.