Under the terms of the merger agreement, which was unanimously approved by a special committee comprised of BBX’s independent directors as well as the boards of directors of both companies, BBX’s shareholders (other than BFC) will be entitled to receive 5.39 shares of BFC’s Class A Common Stock for each share of BBX’s Class A Common Stock held at the effective time of the merger. BFC currently owns approximately 53% of BBX’s Class A Common Stock and 100% of its Class B Common Stock, all of which will be canceled upon consummation of the merger. Shareholders of BBX who do not vote any of their shares of BBX’s Class A Common Stock in favor of the merger and who comply with the other requirements of Florida law will be entitled to appraisal rights in connection with the merger.
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It is currently anticipated that the merger will be consummated promptly after all conditions to closing under the merger agreement are satisfied or, to the extent permitted under applicable law or the merger agreement, waived. The listing of BFC’s Class A Common Stock on a national securities exchange or interdealer quotation system of a registered national securities association is a condition to consummation of the merger. The Boards of each company took steps to exempt the transaction from the operation of the respective companies’ shareholder rights plans.
"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," commented Alan B. Levan, Chief Executive Officer of both BFC and BBX.
Keefe, Bruyette & Woods, Inc. acted as financial advisor to BFC Financial and rendered a fairness opinion in connection with the transaction. Sandler O’Neill & Partners, L.P. acted as financial advisor to BBX Capital and rendered a fairness opinion in connection with the transaction.
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