EAST HANOVER, N.J., Dec. 18, 2015 /PRNewswire/ -- Wilshire Enterprises, Inc. ("Wilshire") (OTC PINK: WLSE) today announced a definitive agreement for its acquisition pursuant to which J&J Brothers Holdings Inc., a Delaware corporation ("Buyer"), will be merged with and into Wilshire, with Wilshire as the surviving corporation and, upon the merger becoming effective, each issued share of Wilshire common stock (other than treasury shares, shares beneficially owned by Buyer or stockholders of Wilshire affiliated with Buyer, and shares held by a stockholder who properly demands statutory appraisal rights) shall be converted into the right to receive $1.50 in cash. Ms. Sherry Wilzig Izak is the principal owner of Buyer, as well as Wilshire's Chairman of the Board and Chief Executive Officer. Following the merger, Ms. Wilzig Izak, and stockholders affiliated with Buyer, will continue to have direct ownership of Wilshire while the remaining stockholders will cease to have any direct or indirect ownership of Wilshire.
The definitive agreement and plan of merger was negotiated by an independent director of Wilshire acting as a special committee of the board of directors of Wilshire, with the assistance of an independent financial advisor and counsel. Closing of the merger is conditioned on a number of conditions, including the adoption of the merger agreement by stockholders holding a majority in voting power of the outstanding shares of common stock beneficially owned by stockholders other than Buyer and stockholders affiliated with Buyer outstanding at the close of business on the record date for the special meeting of stockholders of Wilshire. Wilshire anticipates holding a special meeting of stockholders to consider the adoption of the merger agreement on or about February 18, 2016, with a record date of December 31, 2015 for determining stockholders entitled to notice of and vote at such special meeting. The special meeting of Wilshire stockholders shall be preceded by Wilshire mailing a proxy statement containing additional information about the merger agreement and related matters to its stockholders in connection therewith.
Following the recommendation of the special committee of the board of directors comprised of an independent director, the board of directors approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement and has determined that the terms of the merger agreement and the transactions contemplated by the merger agreement are fair to, and in the best interests of, Wilshire and the stockholders of Wilshire (other than Buyer and affiliates of Buyer). The board of directors has recommended that Wilshire stockholders vote "FOR" the adoption of the merger agreement and "FOR" approval of an adjournment of the special meeting, if necessary, to solicit additional proxies. Because the adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Wilshire's common stock and a majority in voting power of the outstanding shares of Wilshire's common stock beneficially owned by stockholders other than Buyer and stockholders affiliated with Buyer, a failure to vote will have the same effect as a vote "AGAINST" adoption of the merger agreement.
The parties are working toward completing the merger as quickly as possible. The merger cannot be completed unless and until the stockholders of Wilshire adopt the merger agreement and the other conditions set forth in the merger agreement are satisfied or waived by the respective parties. Although no assurance can be given as to when, or if, all of the conditions of the merger agreement will be satisfied or waived, Wilshire hopes to complete the merger during the first quarter of 2016, shortly after the Wilshire special meeting of stockholders is held.
Paul Schulman/Dan Sullivan
MacKenzie Partners, Inc.
212 929 5500
SOURCE Wilshire Enterprises, Inc.