Bluegreen Corporation (NYSE: BXG) (“Bluegreen” or “the Company”) today announced that it has entered into a definitive merger agreement with BFC Financial Corporation (“BFC”) (Pink Sheets: BFCF.PK) which provides for a merger that will, subject to the terms and conditions of the agreement, result in Bluegreen becoming a wholly-owned subsidiary of BFC.
Under the terms of the agreement, which has been approved by a special committee comprised of Bluegreen’s independent directors as well as the boards of directors of both companies, holders of Bluegreen’s Common Stock (other than BFC) will be entitled to receive eight shares of BFC’s Class A Common Stock for each share of Bluegreen’s Common Stock they hold at the effective time of the merger. BFC currently owns approximately 52% of Bluegreen’s Common Stock.
The consummation of the merger is subject to a number of closing conditions, including the approval of both Bluegreen’s and BFC’s shareholders and the listing of BFC’s Class A Common Stock on a national securities exchange at the effective time of the merger. The merger agreement provides for all six of the directors of Bluegreen who are not also directors of BFC to be appointed to BFC’s board of directors at the effective time of the merger. The merger agreement also contains other representations, warranties and covenants on the part of BFC and Bluegreen which are believed to be customary for transactions of this type. The companies currently expect to consummate the merger in the first half of 2012.
BFC is a diversified holding company whose principal holdings include a controlling interest in BankAtlantic Bancorp, Inc. (NYSE: BBX), a controlling interest in Bluegreen, and a non-controlling interest in Benihana, Inc. (NASDAQ: BNHN). BFC and their affiliates have been Bluegreen shareholders since 2002 and Alan B. Levan and John E. Abdo, who have held the positions of Chairman and Vice Chairman of BFC, have held the positions of Chairman and Vice Chairman of Bluegreen since 2002.