WDG Woodbridge Holdings Corp

Woodbridge Holdings Corporation (NYSE: WDG) announced today that its board of directors has adopted a shareholder rights plan aimed at preserving Woodbridge's ability to utilize its net operating loss carryforwards to offset future taxable income. The rights plan is similar to shareholder rights plans adopted by several other public companies with significant net operating loss carryforwards. Existing shareholders will not be required to divest any shares.

Woodbridge has experienced and continues to experience operating losses. Under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, Woodbridge may utilize these net operating loss carryforwards in certain circumstances to offset future taxable income and reduce federal income tax liability, subject to certain requirements and restrictions. However, if Woodbridge experiences an "ownership change," as defined in Section 382 of the Internal Revenue Code, then Woodbridge's ability to use the net operating loss carryforwards could be substantially limited. Generally, there is an "ownership change" if, at any time, one or more shareholders owning 5.0% or more of a company's common stock have aggregate increases in their ownership of such stock of more than 50 percentage points over the prior three-year period. Accordingly, Woodbridge adopted the rights plan to deter shareholders from acquiring a 5.0% or greater ownership interest in Woodbridge's Class A Common Stock.

As part of the adoption of the rights plan, the board of directors declared a dividend of one right for each share of Woodbridge's Class A Common Stock and Class B Common Stock held of record as of the close of business on October 9, 2008. These rights are not exercisable and are not transferable apart from Woodbridge's Class A Common Stock or Class B Common Stock, as the case may be, until the earlier of (i) the tenth business day after such time as a person or group acquires beneficial ownership of 5.0% or more of Woodbridge's Class A Common Stock and (ii) the tenth business day after a person or group commences a tender or exchange offer the consummation of which would result in beneficial ownership by a person or group of 5.0% or more of Woodbridge's Class A Common Stock. As a result, subject to certain exceptions described below, the rights plan will generally cause substantial dilution to any person or group that acquires beneficial ownership of 5.0% or more of the outstanding shares of Woodbridge's Class A Common Stock after October 9, 2008 without the approval of Woodbridge's board of directors.

Any person or group that owns 5.0% or more of Woodbridge's outstanding Class A Common Stock as of the close of business on October 9, 2008 will not trigger exercisability of the rights so long as they do not acquire any additional shares of Class A Common Stock or fall under 5.0% ownership of Class A Common Stock and then re-acquire 5.0% or more of the Class A Common Stock. Additionally, any person or group who Woodbridge's board of directors determines inadvertently exceeded the 5.0% threshold can avoid the dilutive effect of the rights by promptly divesting shares of Woodbridge's Class A Common Stock so as to reduce its interest below the threshold level. The rights plan further provides that Woodbridge's board of directors may, in its sole discretion, exempt any person or group from the provisions of the rights plan if the board determines that such person's or group's ownership of Class A Common Stock would not adversely effect the tax benefits intended to be preserved by the rights plan.

The rights plan was not adopted in response to any effort to acquire control of Woodbridge. However, the rights plan may also have an anti-takeover effect and will be an impediment to a proposed takeover which is not approved by Woodbridge's board of directors.

The rights plan will expire on September 29, 2018, unless the rights are earlier redeemed or exchanged in accordance with the rights plan or the rights plan is earlier terminated by Woodbridge's board of directors.

Additional information regarding the rights plan and the rights will be contained in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that Woodbridge will be filing with the Securities and Exchange Commission (the "SEC"). These filings will be available on the SEC's Internet web site at www.sec.gov.

About Woodbridge Holdings Corporation

Woodbridge Holdings Corporation, directly and through its wholly owned subsidiaries, seeks to invest opportunistically within and outside the real estate industry. Historically, the Company's operations were primarily within the real estate industry; however, the Company's current business strategy includes the pursuit of opportunistic investments and acquisitions within or outside of the real estate industry, as well as the continued development of master-planned communities. Under this business strategy, the Company may not generate a constant earnings stream and the composition of the Company's revenues may vary widely due to factors inherent in a particular investment, including the maturity of the business, market conditions and cyclicality. Net investment gains and other income that may occur are to be driven by the Company's strategic initiatives as well as overall market conditions.

Core Communities, a wholly owned subsidiary, develops master-planned total-living community environments throughout the Southeastern United States, including its original and best known, St. Lucie West. The company's 8,200-acre Tradition(TM) Florida community is home to more than 1,700 families, vibrant commercial areas and a 4.5-mile-long employment corridor. The community is also home to the Florida Center for Innovation at Tradition (FCI) Research Park, in which The Torrey Pines Institute for Molecular Studies, Mann Research Center, Martin Memorial Health Systems and Oregon Health & Science University's Vaccine and Gene Therapy Institute have all announced plans to locate. Core is also expanding its Tradition(TM) brand with Tradition(TM) Hilton Head, an approximate 5,400-acre community planned to include 9,500 residences and 1.5 million square feet of commercial space, which features a variety of neighborhoods and housing styles, shopping and dining in Village Square, a Fitness Center & Spa and the Tommy Fazio-designed Tradition National Golf Course.

Cypress Creek Capital Holdings, LLC, a wholly owned subsidiary, is a real estate investment banking company. Cypress Creek Capital's acquisition program focuses on existing commercial income producing properties in Florida's growth markets. The company targets office, retail and industrial real estate.

Snapper Creek Equity Management, LLC is a wholly owned subsidiary of Woodbridge Holdings Corporation focused on activities related to investing in and acquiring mid-market diverse operating businesses.

For further information, please visit our websites:
www.WoodbridgeHoldings.com
www.CoreCommunities.com
www.CypressCreekCapital.com
www.SnapperCreek.com

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Some of the statements contained herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. Some of the forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "may," "intend," "expect," "will," "should," "seek" or other similar expressions. Forward-looking statements are based largely on management's expectations and involve inherent risks and uncertainties. These forward-looking statements include statements about Woodbridge's net operating losses and the effect of the shareholder rights plan on the likelihood of an "ownership change" within the meaning of Section 382 of the Internal Revenue Code and Woodbridge's ability to utilize its net operating loss carryforwards to offset its future taxable income, including the risk that Woodbridge may not be in a position to utilize the net operating loss carryforwards. In addition to the risks and uncertainties set forth above, investors should also consider the risks and uncertainties discussed in Woodbridge's filings with the SEC, including, without limitation, the risks and uncertainties discussed under the heading "Risk Factors" in such filings.

Woodbridge Holdings Corporation Contact Information: Investor Relations: Leo Hinkley SVP, Investor Relations Officer Phone: (954) 940-4995 Fax: (954) 940-5320 Email: Email Contact