FORT LAUDERDALE, FL -- (Marketwire) -- 07/06/09 -- BFC Financial Corporation (PINKSHEETS: BFCF) and Woodbridge Holdings Corporation (PINKSHEETS: WDGH) announced today that they have entered into a definitive merger agreement which provides for Woodbridge to become a wholly-owned subsidiary of BFC. Under the terms of the merger agreement, which has been approved by a special committee comprised of Woodbridge's independent directors as well as the boards of directors of both companies, holders of Woodbridge's Class A Common Stock (other than BFC) will receive 3.47 shares of BFC's Class A Common Stock for each share of Woodbridge's Class A Common Stock they hold at the effective time of the merger. BFC currently owns approximately 22.45% of Woodbridge's Class A Common Stock and all of Woodbridge's Class B Common Stock, representing approximately 59% of the total voting power of Woodbridge.

The merger agreement contains certain customary representations, warranties and covenants on the part of BFC and Woodbridge. The merger agreement also provides for all seven of the directors of Woodbridge who are not also directors of BFC as well as Seth Wise, President of Woodbridge, and Jarett Levan, President of BankAtlantic Bancorp, Inc. and Chief Executive Officer and President of BankAtlantic, to be appointed to BFC's board of directors in connection with the merger. The current executive officers of BFC are anticipated to continue to serve as the executive officers of BFC following the merger and, in accordance with the terms and conditions of the merger agreement, Mr. Wise is expected to be appointed Executive Vice President of BFC.

The consummation of the merger is subject to a number of closing conditions, including the approval of the Woodbridge and BFC shareholders. The companies currently expect to consummate the merger prior to the end of 2009.

JMP Securities LLC acted as financial advisor to BFC's board of directors, and Allen C. Ewing & Co. acted as financial advisor to the special committee of directors of Woodbridge.

Additional Information and Where to Find it:

BFC and Woodbridge intend to file and furnish to their respective shareholders a joint proxy statement/prospectus concerning the merger. Shareholders of BFC and Woodbridge are advised to read the joint proxy statement/prospectus when it is finalized and distributed because it will contain important information.