Mercury Demands Immediate Sale or Liquidation of Wilshire to Maximize Value
2006年4月6日 - 10:30PM
PRニュース・ワイアー (英語)
GREENWICH, Conn., April 6 /PRNewswire-FirstCall/ -- Mercury Real
Estate Advisors LLC, an affiliate of Mercury Partners LLC, a real
estate investment management company based in Greenwich, CT, sent
the following letter today to Wilshire Enterprises, Inc.'s
(AMEX:WOC) Board of Directors. Mercury Real Estate Advisors LLC 100
Field Point Road Greenwich, Connecticut 06830 April 6, 2006 Board
of Directors Wilshire Enterprises, Inc. c/o Mr. Eric J. Schmertz 1
Gateway Center 11-43 Raymond Plaza West 10th Floor Newark, NJ 07102
Ladies and Gentlemen: As you are aware from our prior letter to the
Board of Directors (the "Board") of Wilshire Enterprises, Inc.
("Wilshire" or the "Company") on February 27, 2006, Mercury Real
Estate Advisors LLC and its affiliates ("Mercury") offered to
pursue an acquisition of all the outstanding common shares of the
Company for $8.50 per share subject to: (a) completion of customary
business, legal and accounting due diligence, (b) negotiation of a
satisfactory acquisition agreement, (c) any required regulatory
approvals, (d) waiver of the Company's shareholder rights plan and
any other applicable takeover provisions and (e) reduction dollar
for dollar of the offer price for any 2005 / 2006 bonus payments,
severance payments or any other forms of compensation made to Ms.
Sherry Wilzig Izak above her base salary (the "Offer"). Yet, the
only response from the Company to the Offer has been confirmation
of its receipt. Your lack of a substantive response and continued
focus on a seemingly imaginary process with an investment bank
leads us to believe that this hiring of an advisor is pure eyewash
to somehow suggest that the Board is progressing towards maximizing
shareholder value. We believe that nothing could be farther from
the truth. As your largest unaffiliated shareholder, we only see a
company that has continually wasted corporate profits on exorbitant
compensation for a part- time Chief Executive Officer ("CEO"), Ms.
Wilzig Izak; a company that continues to lose money as a result of
this corporate waste and the fact that it is far too small to
support a public company infrastructure; a company irresponsibly
reinvesting cash in an overpriced Arizona multifamily project
simply to perpetuate its corporate existence; and a Board that is
not fulfilling its fiduciary duties to the true owners of the
Company, the common shareholders, by allowing such corporate waste,
allowing the CEO to remain entrenched, not immediately distributing
the cash currently on the balance sheet and not aggressively
pursuing a liquidation or sale of the Company. We are therefore
demanding an immediate meeting with Mr. Eric Schmertz, the
proclaimed independent board member, who should be representing the
interests of the shareholders. We will call to schedule this
immediately. We also demand that if the Board truly wants to
"maximize shareholder value" as it states, then it should
immediately terminate Ms. Wilzig Izak to end corporate waste;
terminate the purchase agreement on the Arizona property; dissolve
the Company's "poison pill" which merely entrenches current
management; distribute to shareholders the cash on the balance
sheet and liquidate the Company to free shareholders from the
current unprofitable and wasteful situation which merely benefits
Ms. Wilzig Izak as an over compensated CEO. Very truly yours,
MERCURY REAL ESTATE ADVISORS LLC David R. Jarvis Malcolm F. MacLean
IV Chief Executive Officer President DATASOURCE: Mercury Real
Estate Advisors LLC CONTACT: Malcolm F. MacLean IV, President of
Mercury Real Estate Advisors LLC, +1-203-769-2980
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