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BFC Financial Corporation: BFC Financial Corporation and Woodbridge Holdings Corporation Announce Completion of Merger

^{Published on 2009-09-21 14:52:53 - Market Wire}
 

FORT LAUDERDALE, FL--(Marketwire - September 21, 2009) - BFC Financial Corporation (PINKSHEETS: [ BFCF ]) and Woodbridge Holdings Corporation announced today that they have completed their previously announced merger. As a result of the merger, which was approved by each of BFC's and Woodbridge's shareholders on September 21, 2009, Woodbridge became a wholly-owned subsidiary of BFC and each outstanding share of Woodbridge's Class A Common Stock (other than shareholders of Woodbridge who exercised and perfected their appraisal rights under Florida law) was automatically converted into the right to receive 3.47 shares of BFC's Class A Common Stock. Shares otherwise issuable in the merger to BFC attributable to shares of Woodbridge owned by BFC will be cancelled.

Woodbridge's Class A Common Stock will no longer be publicly traded, and Woodbridge intends to file a certification on Form 15 to deregister its Class A Common Stock under the Securities Exchange Act of 1934 and suspend its public reporting obligations. American Stock Transfer & Trust Company, LLC has been appointed to serve as exchange agent for the merger and will mail a letter of transmittal and instructions to Woodbridge's shareholders with details on how to surrender their certificates representing shares of Woodbridge's Class A Common Stock in exchange for a certificate representing the shares of BFC's Class A Common Stock to which they are entitled. Woodbridge's shareholders should not surrender their stock certificates until they receive the letter of transmittal and related instructions from the exchange agent.

About BFC Financial Corporation:

BFC Financial Corporation's (PINKSHEETS: [ BFCF ]) current major holdings include its wholly-owned Woodbridge subsidiary, its controlling interest in BankAtlantic Bancorp, Inc. (NYSE: [ BBX ]) and its wholly-owned subsidiary, BankAtlantic, and a non-controlling interest in Benihana, Inc. (NASDAQ: [ BNHN ]).

About Woodbridge Holdings Corporation

Woodbridge Holdings Corporation's (PINKSHEETS: [ WDGH ]) current major holdings include its wholly-owned subsidiary Core Communities, and its 31% ownership interest in Bluegreen Corporation (NYSE: [ BXG ]).

Matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on various assumptions and involve substantial risks and uncertainties. These risks and uncertainties include the risks relating to the potential benefits of the merger, including, without limitation, that the merger may not result in BFC achieving improved operating results or financial performance or otherwise result in benefits to BFC. BFC cautions that the foregoing risks and uncertainties are not exclusive and refers its shareholders (including Woodbridge's former shareholders) to the other risks and uncertainties detailed in reports filed by BFC with the SEC.