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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