Wilshire Enterprises, Inc. Announces Plan to Engage Investment Bank to Assist Management in Evaluating Alternatives to Maximize
2005年11月8日 - 1:07AM
PRニュース・ワイアー (英語)
NEWARK, N.J., Nov. 7 /PRNewswire-FirstCall/ -- Wilshire
Enterprises, Inc. ("Wilshire" or the "Company") (AMEX:WOC)
announced today that it intends to engage an investment bank to
conduct a strategic review regarding alternatives to maximize
shareholder value. The Company also responded to a letter dated
November 1, 2005 publicly released by Mercury Real Estate Advisors
("Mercury"), a shareholder of the Company. Sherry Wilzig Izak,
Chairman of Wilshire, said, "With my father's estate as the
Company's largest single shareholder, my personal interests and the
interests of my family are precisely in line with the interests of
Mercury and every other owner of the Company's stock. Our common
goal is to maximize value. I strongly believe that the Company is
pursuing the best strategy to achieve this objective. "In its
letter, Mercury insists that Wilshire 'must be liquidated
immediately.' This suggestion strikes me as precipitous, and
potentially not in the best interests of shareholders. But our
minds are open, and we plan to re-examine the issue of the most
effective course of action to maximize shareholder value following
a review of the analysis to be provided by the investment bank and
other factors. We plan to publicly announce the results of this
process as soon as practicable. "The disparaging, baseless and
ill-informed personal attacks in Mercury's letter, and Mercury's
simplistic and self-serving analysis of our compensation plans and
general and administrative expense controls, are mere smokescreens
to deflect attention from the essential point that Wilshire has
been aggressively pursuing a value maximization strategy for
several years -- precisely the strategy that Mercury advocates."
Izak referred to her annual "Chairman's Message" issued in June
2002, when the Company's stock was trading at a price of
approximately $3.50 per share. In this message, Izak was quoted as
saying, "We will remain open to all options. We will continue to
seek the greatest possible earnings from all our operations. We
will continue to focus, now as always, on our goal to maximize
shareholder value, whether that means retaining our current asset
mix and improving the price of your shares, or seeking ownership of
shares from a potential acquirer or cash from a potential acquirer
for your choice of future investments." Izak added that in the
fourth quarter of 2002, an evaluation of strategic options resulted
in the sale by the Company of two oil and gas businesses for $28.3
million and 11 real estate properties in Jersey City, New Jersey
for $11.0 million. Wilshire publicized its value maximization
strategy at an investor presentation in October 2004 (not January
2004 as stated in Mercury's letter), well in advance of Mercury's
announcement of its initial ownership stake in Wilshire on February
14, 2005. The Company met with Mercury and other investors on
several subsequent occasions to review the Company's strategic
objectives. During this period, Mercury increased its ownership
stake in Wilshire from 10.9% to 14.6%. "Wilshire's share price has
more than doubled during the past three years, providing investors
with a compound annual return of greater than 20%. Underscoring our
commitment to our value enhancement objective, in September 2005
the Board again met with senior management, legal counsel and
financial advisors to discuss the merits and timing of pursuing
corporate transactions such as the sale or merger of the Company,
to review pending asset sales and to evaluate additional potential
actions to optimize shareholder value," Izak said. The following
list of transactions demonstrates the many recent steps Wilshire
already has taken to enhance shareholder value. It provides
property identification, valuation and status of assets sold or
listed for sale with a real estate brokerage firm since January 1,
2004. Assets listed or intended for sale are classified for
accounting purposes as "Discontinued Operations." ASSET (VALUATION
AND STATUS) 1. 11 Properties in Jersey City ($11.0 million, Sold)
2. 2 Properties in Jersey City ($3.8 million, Sold) 3. Canadian Oil
& Gas Business ($15.0 million, Sold) 4. U.S. Oil & Gas
Business ($13.3 million, Sold) 5. Montville Land Parcel ($1.0
million, Sold) 6. Schalk Station Land Parcel ($4.0 million, Sold)
7. Mortgage Receivable ($1.1 million, Sold) 8. Seven condominium
units at Galsworthy Arms and Jefferson Gardens ($1.4 million, Sold)
9. Biltmore Club Apartments ($21.0 million, Pending Sale) 10.
Wilshire Grand Hotel ($12.8 million, Pending Sale) 11. Summercreek
Apartments ($7.0 million, Listed for Sale) 12. Wellington Estates
($8.3 million, Listed for Sale) 13. Galsworthy Condominium Units
($6.9 million, Under Contract Subject to Due Diligence Review) 14.
Rutherford Bank ($1.6 million, Under Contract Subject to Due
Diligence Review) 15. Jefferson Condominium Units ($2.0 million,
Listed for Sale) 16. Alpine Village and Land Parcel ($11.0 million,
Listed for Sale) 17. Lake Hopatcong Land Parcel ($0.7 million,
Listed for Sale) 18. West Orange Land Parcel ($0.7 million, Listed
for Sale) 19. Amboy Towers (Discontinued Operations; Currently
Repositioning Asset) 20. Twelve Oaks (Discontinued Operations)
Since January 1, 2004, the Company has received $50.6 million in
gross proceeds from assets sales, has pending sales of $42.3
million (including two properties under contract subject to due
diligence review), and has $29.7 million in assets listed for sale
(not including Amboy Towers and Twelve Oaks). The Company listed
the bulk of the assets for sale with two leading national brokerage
firms, Marcus & Millichap (New Jersey assets) and Grubb &
Ellis (Texas assets). The Company has signed contracts to sell the
Galsworthy Arms Condominiums and its Rutherford bank branch
building with two separate buyers (both contracts contain customary
due diligence terms, including providing for a thirty-day period
during which the buyers may elect, at their sole discretion, not to
buy the applicable property without forfeiting their respective
deposits). Wilshire is positioned to begin negotiations with
alternative buyers for these properties; however, any such
negotiations will likely delay the sale of these assets. No
assurance can be given that the pending sales will be completed nor
that buyers will meet the Company's asking price for the properties
listed for sale. "While we are working assiduously to sell the
assets classified as Discontinued Operations in an orderly manner
and in as short a time as possible, we believe that we must
consider value optimization as well as timing in determining when
to effect asset sales," Izak said. Izak said that the Company
continues to evaluate the acquisition of real estate assets in its
core markets, particularly if the Company is able to defer paying
taxes resulting from a gain from the sale of a property by
acquiring a new property in conjunction with a 1031 exchange. As
Wilshire continues to improve and then sell non-core assets, and
potentially reinvest proceeds in assets located in the Company's
core markets, it hopes to transform the Company's real estate
portfolio from a diverse array of assets in many markets to a
geographically concentrated portfolio of premium assets. For
example, in August 2004 the Company signed a contract to acquire
The Village at Gateway Pavilions, a 240 unit "Class A" multi-family
property built in 2004 in Avondale, Arizona for $28.1 million. The
purchase, which is subject to due diligence and the assumption of
HUD financing, is expected to close in January 2006, although no
assurance can be given that the property will be acquired. The
Company expects to use the proceeds from the sale of assets, such
as the sale of the Biltmore Club and / or other assets to primarily
fund this transaction through a 1031 exchange. The Company
estimates that a 1031 exchange with the proceeds from the sale of
the Biltmore Club would enable the Company to defer an estimated
$5.0 million (approximately $0.64 per share) in taxes resulting
from the sale of this property. Izak said, "We believe that the
actions initiated and completed by the Company and key actions
anticipated for the coming months, have done and will do much to
enhance our value as an attractive acquisition target or merger
partner." ABOUT WILSHIRE ENTERPRISES: Wilshire is an American Stock
Exchange listed corporation engaged primarily in the ownership and
management of real estate investments in the United States
including the sunbelt states of Arizona, Florida, and Texas.
FORWARD-LOOKING STATEMENT: The non-historical statements (including
the statements regarding the Company's plans to divest portions of
its real estate portfolio, its plans to acquire assets, and its
overall strategies) in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to
several risks and uncertainties that could cause actual results to
differ materially from such projections. Such risks and
uncertainties include uncertainties inherent in any attempt to
purchase or sell one or more real estate properties at an
acceptable price, environmental risks relating to the Company's
real estate properties, competition, the substantial capital
expenditures required to maintain the Company's real estate
operations, market and economic changes in areas where the Company
holds real estate properties, interest rate fluctuations, the
possibility that business or market factors may cause the Company
to vary from its current plans, the impact of changing economic
conditions, the risk that the Company may realize in any sale
substantially less than its asking price and other risks and
uncertainties disclosed in the Company's 2004 Form 10-K filed with
the Securities and Exchange Commission. For stockholder inquiries:
please contact Seth Ugelow at 201-420-2796. DATASOURCE: Wilshire
Enterprises, Inc. CONTACT: Seth Ugelow, of Wilshire Enterprises,
Inc., +1-201-420-2796
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