FOR IMMEDIATE RELEASE
AMEX: WOC
Wilshire Enterprises, Inc. And Other Defendants Enter into Memorandum of Understanding with Plaintiff; Wilshire Continues to Deny All Liability
NEWARK, N.J., September 10, 2008 – Wilshire Enterprises, Inc. ("Wilshire" or the "Company") (Amex: WOC) previously announced that a purported class action complaint was filed in connection with the proposed merger of the Company with a wholly owned subsidiary of NWJ Apartment Holdings Corp., an affiliate of NWJ Companies, Inc., a privately owned real estate development company. Wilshire and the other named defendants have entered into a memorandum of understanding (“MOU”) with plaintiff’s counsel to settle and dismiss the lawsuit in connection with the proposed merger, subject to court approval.
Pursuant to the MOU, Wilshire has filed a proxy statement supplement with the Securities and Exchange Commission, which can be accessed free of charge at the SEC’s website at www.sec.gov. The proxy statement supplement contains certain additional disclosures the Company agreed to make in connection with the settlement of the lawsuit, although Wilshire has not admitted in any way that those disclosures are material or otherwise required by law. In connection with the settlement and as provided in the memorandum of understanding, the parties contemplate that the plaintiff’s counsel will seek an award of attorneys’ fees and expenses in an amount of up to $215,000.00 as part of the settlement, which amount is also subject to court approval. The settlement will not affect the merger consideration of $3.88 per share in cash for each of the approximately 7.9 million Wilshire common shares outstanding.
The Company continues to vigorously deny all of the allegations in the complaint, but has agreed to settle the matter to avoid the risk of delaying or adversely affecting the proposed merger and to minimize the expense of defending the complaint.
FORWARD-LOOKING STATEMENT:
Any non-historical statements 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. The potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, general economic conditions, industry specific conditions and the possibility that Wilshire may be adversely affected by other economic, business, and/or competitive factors, as well as other risks and uncertainties disclosed in Wilshire's 2007 Annual Report on Form 10-K and in its definitive proxy materials filed with the Securities and Exchange Commission.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT:
In connection with the proposed merger, Wilshire filed a proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders may obtain a free copy of the proxy statement and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Wilshire security holders and other interested parties also may obtain, without charge, a copy of the proxy statement and other relevant documents by directing a request by mail to the Company at 1 Gateway Center, Newark, New Jersey, or by telephone to 201-420-2796.
Wilshire and its directors and officers may be deemed to be participants in the solicitation of proxies from Wilshire's stockholders with respect to the merger. Information about Wilshire's directors and officers and their ownership of Wilshire common stock is set forth in the proxy statement relating to the merger.
Company Contact: Sherry Wilzig Izak, Chairman, 201-420-2796
Agency Contact: Neil Berkman, Berkman Associates, 310-826-5051
