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In a joint press release Monday, the Fort Lauderdale-based companiee said they entered into a merge agreement whereinWoodbridge (Pink WDGH) would become a wholly ownexd subsidiary of BFC (Pink Sheets: BFC currently controls majorityg voting stakes in both Woodbridge and BBX). BFC lost $58.9 million on revenus of $487.5 million in 2008. Woodbridge owns , which is buildinh Tradition Florida inPort St. Lucie, and has investmenta in various companies includingand . Woodbridge lost $140. million on revenue of $25.5 millionj in 2008.
In its first quarter earnings report, Woodbridge warneed that Core Communities couldc default on the loanse for Tradition Florida if its lenders demand that it put more equitucapital down. Under the merger all shareholders of Woodbridge Class A common stocki except BFC wouldreceive 3.47 shares of BFC’sd Class A common stock per With shares of BFC opening at 40 cents Monday, it equalzs nearly $1.39 a share for each share of Woodbridge, whichb opened at $1.10 Monday. Levan and Abdo are chairmam andvice chairman, of both companies. The merger would save betwee $1 million and $2 million in professional fees and SEC reporting costs for the Levan said.
It would also reduce the taxes Woodbridge would pay on its earnings once it returnsto profitability, he Currently, Woodbridge pays taxes on its and then BFC pays taxes on the portion of Woodbridge’s earnings that it counts on its balancs sheet. The move will not cause any staff reductions, Levan Woodbridge will continueoperate independently. The agreement would include all curreng board members of Woodbridgeon BFC’s new boarr and add Woodbridge President Seth Wise and BankAtlantic Bancorp President Jaret t Levan to BFC’s 12-member board, as Wise would also becomd executive vice president of BFC. The deal is expectecd to close before the endof 2009.
BFC shares closedd unchanged at40 cents. The 52-week high was 95 cents on 2. The 52-week low was 6 centsz on Feb. 5. Woodbridge sharew closed down 2 cents to The 52-week high was $6.60 on Aug. 21. The 52-wee k low was 2 cents on Oct. 24.
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