Wilshire Enterprises (WOC) finally launched its $2 tender offer for 4 million shares, roughly half of the outstanding shares. It is a bad deal for shareholders and we anticipate that worse is to come because public shareholders will be minority holders in a firm whose management has a record of poor decisions, such as the refusal to sell at $8.50 to Mercury Real Estate Partners a few years ago.

The tender offer is the result of a settlement of a proxy fight with Philip Goldstein’s Bulldog Investors/Full Value Partners. Bulldog agreed not to run its slate of directors, and management agreed to provide Bulldog and all other investors with a liquidity event that allows them to sell roughly three quarters of their shares. Unfortunately, Bulldog’s desire to exit their investment will leave everybody in the position of minority shareholders. Even worse, due to the last minute timing of the settlement prior to the shareholder meeting, Bulldog did not vote the proxies that shareholders had entrusted them with and two shareholder proposals, including ours to eliminate the poison pill, were defeated by management’s votes.