Wilshire Enterprises, Inc. Extends Stockholder Rights Plan
2006年6月23日 - 7:53AM
PRニュース・ワイアー (英語)
NEWARK, N.J., June 22 /PRNewswire-FirstCall/ -- Wilshire
Enterprises, Inc. ("Wilshire" or the "Company") (AMEX:WOC)
announced today that its Board of Directors has extended the
Stockholder Protection Rights Plan (the "Rights Plan") initially
through August 31, 2007. The Rights Plan, which was adopted by the
Company in June 1996, was scheduled to expire on July 6, 2006.
Chairman and Chief Executive Officer Sherry Wilzig Izak said, "Our
strategy to increase shareholder value by redeveloping or
repositioning certain properties and selling non-core assets is
proceeding as planned. As previously announced, we are taking
advantage of the opportunity to deliver more value in the near term
through a program of relatively modest investments in renovation,
permitting and related improvements to certain of our properties,
and the sale of certain assets individually rather than as part of
a larger company transaction. This will be followed later this year
by an aggressive exploration of opportunities to sell or merge our
business. The re-election of Directors by decisive margins at last
month's Annual Meeting suggests that the vast majority of our
shareholders shares our confidence in this strategy. "Mercury Real
Estate Advisors LLC, a hedge fund based in Greenwich, Connecticut,
repeatedly has called for Wilshire's immediate liquidation. Our
Board strongly believes, and common business sense dictates, that
substituting a precipitous and unproven 'fire sale' for a proven
value maximization strategy solely to satisfy the demands of a
single hedge fund does not serve the interests of all shareholders.
We see no advantage in limiting the types of transactions we are
able to consider in pursuit of value maximization. By helping to
prevent the use of abusive tactics to force a premature liquidation
of the Company, the extension of the Rights Plan will enhance our
flexibility to achieve our goal of delivering value to our
shareholders." As amended and restated by the Wilshire Board, the
Rights Plan will expire on August 31, 2007 unless the independent
members of the Board determine in August 2007 that continuation of
the Rights Plan continues to be in the best interests of Wilshire
and its stockholders. If the independent directors make that
determination, the Rights Plan will expire on August 31, 2008
unless Wilshire's stockholders approve the Rights Plan at the 2008
annual meeting of stockholders. If both of these conditions are
met, the Rights Plan will expire on August 31, 2010. In all cases,
the Rights Plan provides for earlier expiration in certain
circumstances. The Rights Plan provides for issuance of one Right
for each share of common stock outstanding. The Rights are
separable from and exercisable upon the occurrence of certain
triggering events involving the acquisition of at least 15% (or, in
the case of certain existing stockholders, 25%) of the Company's
common stock by an individual or group, as defined in the Rights
Plan (an "Acquiring" Person) and may be redeemed by the Board of
Directors at a redemption price of $0.01 per Right at any time
prior to the announcement by the Company that a person or group has
become an Acquiring Person. On and after the tenth day following
such triggering events, each Right would entitle the holder (other
than the Acquiring Person) to purchase $50 in market value of the
Company's Common Stock for $25. In addition, if there is a business
combination between the Company and an Acquiring Person, or in
certain other circumstances, each Right (if not previously
exercised) would entitle the holder (other than the Acquiring
Person) to purchase $50 in market value of the common stock of the
Acquiring Person for $25. About Wilshire Enterprises Wilshire is
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 explore the sale or merger of the Company) 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 statements. Such risks and uncertainties include
uncertainties inherent in any analysis of business transactions,
including the impact of market, economic and competitive conditions
on the Company and others, as well as other risks and uncertainties
disclosed in the Company's 2005 Form 10-K filed with the Securities
and Exchange Commission. Company Contact: Sherry Wilzig Izak,
Chairman, 201-420-2796 Agency Contact: Neil Berkman, Berkman
Associates, 310-826-5051 DATASOURCE: Wilshire Enterprises, Inc.
CONTACT: Sherry Wilzig Izak, Chairman of Wilshire Enterprises,
Inc., +1-201-420-2796; or Neil Berkman of Berkman Associates for
Wilshire Enterprises, Inc., +1-310-826-5051
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