BFC Financial Corp. and Woodbridge Holdings have announced a merger agreement that could simplify the corporate structure of the network of companies controlled by Alan B. Levan and John E. Abdo.
In a joint press release Monday, the Fort Lauderdale-based companies said they entered into a merger agreement wherein Woodbridge (Pink Sheets: WDGH) would become a wholly-owned subsidiary of BFC (Pink Sheets: BFCF). BFC currently controls majority voting stakes in both Woodbridge and BankAtlantic Bancorp (NYSE: BBX). BFC lost $58.9 million on revenue of $487.5 million in 2008.
Woodbridge owns Core Communities, which is building Tradition Florida in Port St. Lucie, and has investments in various companies including Bluegreen Corp. and Office Depot. Woodbridge lost $140.3 million on revenue of $25.5 million in 2008.
In its first quarter earnings report, Woodbridge warned that Core Communities could default on the loans for Tradition Florida if its lenders demand that it put more equity capital down.
Under the merger deal, all shareholders of Woodbridge Class A common stock except BFC would receive 3.47 shares of BFC’s Class A common stock per share.
With shares of BFC opening at 40 cents Monday, it equals nearly $1.39 a share for each share of Woodbridge, which opened at $1.10 Monday.
Levan and Abdo are chairman and vice chairman, respectively, of both companies.
The agreement would include all current board members of Woodbridge on BFC’s new board and add Woodbridge President Seth Wise and BankAtlantic Bancorp President Jarett Levan to BFC’s board, as well. Wise would also become executive vice president of BFC.
The deal is expected to close before the end of 2009.
BFC shares were up 3 cents in late morning trading. The 52-week high was 95 cents on Sept. 2. The 52-week low was 6 cents on Feb. 5.
Woodbridge shares were down 15 cents to 95 cents in late morning trading. The 52-week high was $6.60 on Aug. 21. The 52-week low was 2 cents on Oct. 24.
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