bfhj not getting along with thunderbird resorts? Beneficial Holdings Responds Regarding Thunderbird Resorts Rebuttal to Acquisition OfferLAS VEGAS, NV--(Marketwire - September 9, 2009) - Beneficial Holdings, Inc. (PINKSHEETS: BFHJ), a casino investment and management holding company, today provided its shareholders with its response to Thunderbird Resorts' press release.
On the evening of September 8, 2009, without attempting to contact BFHJ's management, TBIRD issued a statement that they did not plan to respond to our letter addressed to their directors requesting concurrence with our offer to purchase the entire outstanding ordinary shares, but no fewer than 80%, of the company for $2.12 along with one Beneficial Holdings share in exchange for every ten TBIRD shares.
In response to TBIRD's communication that suggested Beneficial Holdings may not have complied with securities laws, the company states that it did not issue a tender offer to purchase shares. Instead, Beneficial submitted its proposal to the directors in an attempt to formulate a mutually acceptable proxy plan. The letter specifically stated that upon the recommendation of the directors that the offer be accepted, Beneficial would formulate a proxy to shareholders. "What we did is no different than the initial letter Kraft Foods recently propounded upon Cadbury suggesting terms of an acquisition. Only after the companies try to work out an agreement do you submit a formal tender to shareholders for approval. Of course, Beneficial does not rule out a formal hostile tender offer if discussions are fruitless," said Alex Papic, Vice President of Beneficial Holdings.
Beneficial Holdings believes it offered a fair price for TBIRD and has followed all corporate protocol by advising TBIRD's directors in advance by indicating our objectives. Beneficial intends to fully pursue this proposed acquisition, and it located no legislation requiring a formal filing solely for making an initial proposal to the directors requesting that they recommend supporting a proxy.
Beneficial Holdings believes it is irresponsible of TBIRD to infer that the company may not have the ability to fulfill its offer, while refusing to respond as to whether it believed the offer was adequate. Beneficial does not believe this course of action is in the best interest of TBIRD's shareholders. Indeed, the letter to TBIRD clearly stated that upon the directors indicating that they would support the price offered, Beneficial would immediately establish an escrow. Beneficial is fully prepared to deposit in escrow any reasonable amount of funds necessary to move forward with the proposed acquisition if TBIRD agreed on the fairness of the offered price.
Beneficial Holdings realizes that our notification of interest took TBIRD's management by surprise, and the company intends to begin a dialogue as soon as possible. Through discussions, it will be determined whether TBIRD would be amenable to what we believe is a fair valuation and Beneficial will then move forward.
This press release does not constitute an offer of any securities for sale. It contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause actual results to differ. All statements in this press release are based on information available as of the date hereof, and the company undertakes no obligation to update any statement to reflect events or circumstances occurring after the date of this press release.
Contact:
Investor Relations
Beneficial Holdings
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(702) 522-1527
