Diversified holding company BFC Financial Corp. (BFCF.PK), Thursday terminated an all stock-deal of 2011 to acquire marketing and resort manager Bluegreen Corp. (BXG). BFC Financial said the deal has been replaced by a new agreement, whereby it will buy Bluegreen in a cash deal that comes at a high premium.
Shares of Bluegreen surged near 55 percent in morning trade on the New York Stock Exchange.
BFC, through its unit Woodbridge Holdings, currently owns about 54 percent of Bluegreen's outstanding common stock. As per the new terms, Woodbridge will acquire the remaining 46 percent stake of Bluegreen for $10.00 per common share in cash, or about $150 million. The offer represents a 73.6 percent premium above the closing price of Bluegreen stock on November 14.
In the earlier deal of November 2011, stock holders of Bluegreen were entitled to receive eight shares of BFC class A common stock for each share of Bluegreen common stock.
The new deal has been unanimously approved by a special committee comprised of Bluegreen's independent directors as well as the boards of of both companies. Nonetheless, the deal is still subject to approval of Bluegreen shareholders, Woodbridge obtaining the financing to close the transaction, and other customary conditions.
Woodbridge plans to fund the deal through debt or equity financing, including by issuing up to 46 percent of the equity interests in Woodbridge and utilizing Bluegreen assets.
Bluegreen stock is trading at $8.92, up $3.16 or 54.86%, on a volume of over 0.5 million shares on the NYSE. In the past year, the stock has traded in a range of $2.49 - $6.49.
Pink-sheet shares of BFC Financial are trading at $0.95, up 25.00%.
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