BFC Financial, BBX Capital Announce Merger Plan

(RTTNews) - BFC Financial Corp. (BEF) and BBX Capital Corp. (BBX) Thursday announced that they have entered into a definitive merger agreement between the companies. As per the agreement, BBX's shareholders other than BFC will be entitled to receive, at their election, 5.4 shares of BFC's Class A Common Stock or $20.00 in cash for each share of BBX's Class A Common Stock held by them. BBX Capital's shareholders will have the right to elect to receive all cash, all stock, or a combination of cash and stock in exchange for their shares.

A special committee comprised of BBX's independent directors as well as the boards of directors of both companies approved the deal. Upon closing of the deal, BBX will be a wholly owned subsidiary of BFC.

BFC currently owns approximately 81 percent of BBX's Class A Common Stock and 100 percent of its Class B Common Stock.

Unless waived by BFC, the merger is conditioned on holders of not more than 150,000 shares of BBX's Class A Common Stock exercising appraisal rights. The merger is not subject to a financing condition.

Jarett Levan, acting chairman and chief executive officer of both BFC and BBX said, "The proposed merger of BFC and BBX is being undertaken in order to simplify our corporate structure. BFC has held a meaningful stake in BBX since 1987 and this merger is intended to consolidate and streamline the combined companies."