Wilshire Enterprises, Inc. Settles Proxy Contest with Full Value Group
03 Abril 2009 - 6:31AM
PR Newswire (US)
NEWARK, N.J., April 3 /PRNewswire-FirstCall/ -- Wilshire
Enterprises, Inc. ("Wilshire" or the "Company") (AMEX:WOC)
announced today that it has entered into an agreement to settle the
proxy contest with Bulldog Investors, Full Value Partners, L.P. and
certain of their affiliates. Under the terms of the agreement, the
Full Value group has agreed to (1) terminate its proxy solicitation
and withdraw its nominees for election to the Board of Directors
and its proposal that the Company pursue a liquidity event, and (2)
vote in favor of the Board's director nominees and in the manner
recommended by the Board on each other matter that is voted on at
the Company's upcoming Annual Meeting. The Full Value group has
also agreed to comply with certain standstill restrictions with
respect to ownership of Wilshire stock and certain other matters.
The Company and the Full Value group signed mutual releases with
respect to any claims that they may have had against each other.
The agreement also states that, subject to certain specified
conditions, Wilshire, a third party or Wilshire together with a
third party, will commence a tender offer for at least 4.0 million
shares of the Company's outstanding common stock at a price of
$2.00 per share. The Full Value group has agreed to tender all of
the shares of Company common stock that it beneficially owns in
such tender offer. Wilshire agreed in the settlement agreement not
to close the tender offer earlier than August 19, 2009 or later
than September 4, 2009. The Company has not commenced the tender
offer, and the description of the tender offer contained in this
press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of the Company. There can be no assurance
that any tender offer will be commenced or if commenced that it
will be consummated. Wilshire's Annual Meeting of Stockholders has
been adjourned until April 20, 2009, commencing at 1:00 PM at the
Double Tree Hotel (formerly the Spencer Hotel), 700 North King
Street, Wilmington, Delaware 19801. The record date for
stockholders entitled to vote at the meeting remains January 23,
2009. As the result of the Full Value group's termination of its
proxy solicitation, the GREEN proxy card, which stockholders may
have previously submitted to the Full Value group, will not be
voted at the annual meeting. Accordingly if any stockholder
previously submitted a GREEN proxy card and desires to vote, it is
very important that the stockholder sign, date, and return a WHITE
proxy card or submit a proxy by Internet or telephone following the
instructions on the WHITE proxy card. Proxies granted by the GREEN
proxy card included with the Full Value group's proxy statement
will not be included in determining whether or not a quorum is
present and will not be counted in tabulating the number of votes
cast for or against any matter voted upon at the annual meeting. In
addition, votes that stockholders may have previously authorized to
be cast by the Full Value group by telephone or the Internet will
not be cast. Stockholders needing any assistance voting their
shares should contact the Company's proxy solicitor, Innisfree
M&A Incorporated, by calling them toll-free at (888) 750-5834.
ADDITIONAL INFORMATION Wilshire Enterprises, Inc. ("Wilshire")
filed a definitive proxy statement with the Securities and Exchange
Commission (the "SEC") on February 10, 2009. In addition, Wilshire
has filed, and may file additional, other solicitation materials
regarding this proxy solicitation. WILSHIRE'S STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION. THE PROXY STATEMENT AND OTHER SOLICITATION MATERIALS
ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
http://www.sec.gov/. Investors and stockholders may also obtain a
free copy of the proxy statement, and other materials and any other
documents that may be filed by Wilshire with the SEC in connection
with the Annual Meeting, by directing a request to Innisfree
M&A Incorporated which is assisting Wilshire in this matter, by
calling them toll-free at (888) 750-5834. Detailed information
regarding the names, affiliations and interests of individuals who
are participants in the solicitation of proxies of Wilshire's
stockholders is available in Wilshire's proxy statement filed with
the Securities and Exchange Commission on February 10, 2009. TENDER
OFFER STATEMENT This press release is for informational purposes
only and is not an offer to buy, or the solicitation of an offer to
sell, any shares. The full details of any tender offer, including
complete instructions on how to tender shares, will be included in
the offer to purchase, the letter of transmittal and related
materials, which will be mailed to stockholders promptly following
commencement of the offer. Stockholders should read carefully the
offer to purchase, the letter of transmittal and other related
materials when they are available because they will contain
important information. Stockholders may obtain free copies, when
available, of the offer to purchase, the letter of transmittal and
other related materials that will be filed with the Securities and
Exchange Commission at the Commission's website at
http://www.sec.gov/. When available, stockholders also may obtain a
copy of these documents, free of charge, from the Company by
directing a request to: Mr. Kevin Swill, President and Chief
Operating Officer, Wilshire Enterprises, Inc., 1 Gateway Center,
Newark, New Jersey 07102, Telephone (201) 420-2796. FORWARD-LOOKING
STATEMENTS All non-historical statements in this press release
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements may use such forward-looking terminology
as "expect," "look," "believe," "plan," "anticipate," "may," "will"
or similar statements or variations of such terms or otherwise
express views concerning trends and the future. Such
forward-looking statements involve certain risks and uncertainties,
including risks cited in reports filed by Wilshire with the
Securities and Exchange Commission. Actual results may differ
materially from such forward-looking statements. Wilshire
Enterprises, Inc. assumes no obligation for updating any such
forward-looking statement at any time. 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, Wilshire Enterprises,
Inc., +1-201-420-2796; or Neil Berkman, Berkman Associates for
Wilshire Enterprises, Inc., +1-310-826-5051
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