BFC Financial Corporation (“BFC” or the “Company”) () and Bluegreen Corporation (“Bluegreen”) (BXG) has announced that the parties have terminated their November 2011 merger agreement (“Bluegreen”) (BXG) and entered into a definitive agreement pursuant to which Bluegreen will be acquired in a cash transaction.
BFC, through its wholly-owned subsidiary, Woodbridge Holdings (“Woodbridge”), currently owns approximately 54% of Bluegreen’s outstanding Common Stock. Under the terms of the agreement, Woodbridge will acquire the remaining approximate 46% of Bluegreen’s outstanding Common Stock for $10.00 per share in cash (approximately $150 million) in a merger between a wholly-owned subsidiary and Bluegreen. Once the transaction is completed, Bluegreen will become a direct wholly-owned subsidiary of Woodbridge. The all-cash offer represents a 73.6% premium above the $5.76 closing price of Bluegreen’s Common Stock on November 14, 2012. [member]
The merger agreement, which was unanimously approved by a special committee comprised of Bluegreen’s independent directors as well as the boards of directors of both companies, is subject to approval of Bluegreen’s shareholders, Woodbridge obtaining the financing necessary to complete the transaction and the satisfaction of certain other customary closing conditions. Woodbridge plans to fund the acquisition through debt or equity financing, including by issuing up to 46% of the equity interests in Woodbridge and utilizing Bluegreen’s assets. It is currently anticipated that the transaction will be completed promptly after all conditions to closing are satisfied.
BFC’s Chairman and Chief Executive Officer, Alan B. Levan, commented, “We believe this merger validates our long standing commitment to Bluegreen, and our belief in its operating platform and management.” [/member]