Business & Finance
Business and Finance
Business and Finance
Wed, September 16, 2009
Tue, September 15, 2009 Beneficial Holdings, Inc.: Beneficial Holdings, Inc. Responds to Press Release From Thunderbird Resorts and Updated Announcemen
MANAGUA, NICARAGUA--(Marketwire - September 16, 2009) - Beneficial Holdings, Inc. (
Beneficial previously announced that it propounded a communication to Thunderbird Resorts advising that it would be willing to pay $2.12 per common share of TBIRD and to provide one share of Beneficial for every ten shares of TBIRD.
Despite receiving contact information, TBIRD did not reach out to Beneficial in any manner. TBIRD instead issued a press release stating that it did not believe Beneficial's offer was in compliance with securities laws. On September 15, 2009, TBIRD issued a confusing press release where, on the one hand, it asserted that it received no further communications from Beneficial, but on the other hand said it would not engage in any dialogue with Beneficial unless it showed evidence of "regulatory compliance" and provided information. TBIRD's response is particularly perplexing since, with a refusal to engage in discussions, Beneficial cannot provide the information requested.
Beneficial states that it fully intends to engage TBIRD with an attempt at mutually beneficial discussions regarding the offer. Prior to doing so, however, Beneficial desires to make sure that it is within the "regulatory compliance" TBIRD vaguely references.
To this extent, Beneficial has been in contact with the Netherlands Authority for the Financial Markets. Yesterday, the Authority advised Beneficial that its Board of Directors needed to amend the previous resolution to comply with certain deadlines established by Dutch law. To that extent, Beneficial's Board of Directors issued an amended resolution that established: (1) The AFM determined pursuant to §5(2)(a) of the Dutch Takeover Decree, that our September 8, 2009 release, constituted an announcement of a takeover offer; (2) Pursuant to §7(1), Beneficial will make a further public announcement no later than October 6, 2009; (3) Beneficial's announcement shall state that it will submit a request for approval of the offer document pursuant to §7(3) no later than December 4, 2009 or that it will not make a formal offer to TBIRD. According to §4(1), Beneficial will make its announcements in the Netherlands, and will post said press releases on its website.
The above disclosure places TBIRD on notice of Beneficial's regulatory compliance and, as a result, it should freely engage in a dialogue with Beneficial to benefit its shareholders.
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. 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.
