SOURCE: Beneficial Holdings, Inc.

October 05, 2009 01:00 ET

Beneficial Holdings, Inc. Withdraws Offer for Thunderbird Resorts Based on Violations of the Offer Terms

MANAGUA, NICARAGUA--(Marketwire - October 5, 2009) - Beneficial Holdings, Inc. (PINKSHEETS: BFHJ), a casino investment and management holding company, announces pursuant to Section 7.1(b) of the Dutch Takeover Decree that it will not submit an offering to the Netherlands Authority for the Financial Markets for approval.

Specifically, Beneficial was willing to pay $2.12 per share of Thunderbird Resorts Inc. ("TBIRD") and one BFHJ share for every ten TBIRD shares. The offer stated that it would be withdrawn if TBIRD engaged in any share dilution in excess of 20%.

At the time of the offer, TBIRD maintained less than 20,000,000 ordinary shares trading at a price around $1.00. At $2.12 per share, Beneficial's offer valued TBIRD under $50,000,000.

However, TBIRD recently filed an offering to sell 75,000,000 shares at approximately $1.00 each. This would leave TBIRD with nearly 95,000,000 shares. While an investment of $75,000,000 would provide 80% control, it is far above the price we offered.

There are three reasons why Beneficial will not participate in the offering or increase its offer at this time. First, Beneficial does not believe that TBIRD can justify a $75,000,000 price for 80% control. Second, Beneficial believes that the offering unfairly dilutes current TBIRD investors and may create investor dissatisfaction. Under our offer, TBIRD's shareholders would have received $2.12. If we participated in TBIRD's counter-offering, the current shareholders would receive nothing and the market value of their stock could plummet due to dilution. Third, we would require additional funding sources to invest over $50,000,000 in TBIRD.

As Beneficial believes that TBIRD's dilution may cause a diminished market price, we will continue to monitor the market. If TBIRD's market capitalization falls under $50,000,000, we may reevaluate the situation.

Beneficial will now focus its financial resources on other acquisitions already targeted while pursuing additional gaming locations in Central America.

This press release does not constitute an offer of securities for sale. It contains 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 results to differ. Statements are based on information available as of the date hereof, and the company undertakes no obligation to update any statement to reflect occurrences after the date of this release.

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