SOURCE: Beneficial Holdings

September 10, 2009 14:59 ET

Beneficial Holdings Provides Interpretation of Prior Press Releases to Comply With Financial Securities Act

LAS VEGAS, NV--(Marketwire - September 10, 2009) - Beneficial Holdings, Inc. (PINKSHEETS: BFHJ), a casino investment and management holding company, to comply with the (Netherlands) Financial Securities Act and Dutch Takeover Decree, states that the following press releases were issued on the dates noted thereon, but in English.


LAS VEGAS, NEVADA--(Marketwire - September 8, 2009) - Beneficial Holdings, Inc. (PINKSHEETS: BFHJ), a casino investment and management holding company, today announced that its courier delivered an offer to the Board of Directors of Thunderbird Resorts, Inc. (TBIRD), to acquire between 80% and 100% of its stock for US $2.12 cash per TBIRD share along with an exchange of 1 Beneficial Holdings share for every 10 shares of TBIRD.

The cash portion of the acquisition would be approximately US $42,000,000 dollars paid along with the issuance of 2,000,000 Beneficial Holdings to TBIRD shareholders. The offer not only provides present Thunderbird Resorts shareholders with an equity stake in Beneficial Holdings, it would provide a cash payment of more than double the current trading price of TBIRD.

Beneficial Holdings believes the offer to be fair and adequate upon review of TBIRD's audited financial statements. If accepted, Beneficial Holdings maintains the right to pursue due diligence to verify the information contained in the published filings of TBIRD which may be found on their investor relations website at

Upon a successful completion of the acquisition where Beneficial Holdings obtains the entire 100% of TBIRD, the acquisition would add annual revenues in excess of US$1.45 per share (after all dilution resulting from the issuance of shares to TBIRD shareholders), and annual net earnings EBITDA in excess of $.25 per Beneficial Holdings share.

The acquisition of TBIRD, which is listed and trades on the NYSE Euronext Amsterdam Stock Exchange, will provide Beneficial Holdings immediate entry in the Central and South American gaming market. TBIRD maintains over 31 gaming facilities, a slot machine route, nine hotels, and a nine-hole golf course.

Established gaming operations are in Panama, Guatemala, Nicaragua, Costa Rica, Philippines, Peru, and Poland. In all, TBIRD maintains 7,400 gaming positions, 20,000 square meters of gaming space, and 760 hotel rooms (in Peru, Costa Rica, and the Philippines). TBIRD maintains a staff of over 5,700 highly trained and valued employees.

The acquisition would provide Beneficial Holdings with popular brands such as Fiesta in Costa Rica, Panama, and Guatemala, Lucky's in Costa Rica, Pharaoh's in Nicaragua, Thunderbird in Peru and the Philippines, among others.

In addition, purchasing TBIRD would provide a vehicle to market Beneficial Holdings' forthcoming web and software based internet gaming program to non-United States customers.


LAS VEGAS, NEVADA--(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.


LAS VEGAS, NEVADA--(Marketwire - September 10, 2009) - Beneficial Holdings, Inc. (PINKSHEETS: BFHJ), a casino investment and management holding company, today provided answers to certain questions received by its shareholders via email.

Many shareholders inquired as to whether our previously announced business plans were altered as a result of the announcement regarding a willingness to purchase Thunderbird Resorts Inc. (TBIRD) for $2.12 cash and one share of BFHJ for every 10 TBIRD shares. "Our offer of intent to acquire 80-100% of TBIRD's outstanding ordinary shares will not modify or alter the plans that the Company currently has in place to purchase additional gaming locations in Central America. We continue to negotiate the purchase of a profitable seven location gaming network in Nicaragua along with other gaming establishments. Nothing is being changed by the current events," Alex Papic, Vice President of Beneficial Holdings, Inc. said.

Shareholders asked about the pending online gaming program for non-U.S. residents and how the offer would affect the progress. Beneficial continues the development of software and web-based online casino programs. An acquisition would only affect branding opportunities, but would neither speed up nor slow down completion of the project.

Shareholders had questions about the prospects of the business if a major acquisition was unable to be completed and whether the company submitted financial proposals to TBIRD. An acquisition of any company would constitute a material event causing us to alter our business strategy. There are always uncertainties present with these types of events. The company is moving forward to begin discussions with TBIRD during the next week; however, the primary consideration is whether the target considers the price reasonable and adequate. Once that hurdle is crossed, then the logistics of a tender offer would be arranged. If the target expresses a belief that an offer in excess of over 75% over its current share price is inadequate, the company would then choose whether to begin a tender offer or to provide additional focus on its existing plans to acquire various independent gaming operations.

These press releases do not constitute an offer of any securities for sale. They 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.

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