Barnwell disputes takeover claims by Sherwood

HONOLULU - Barnwell Industries, Inc. (NYSE American: BRN), a Hawaii-based company with annual revenues of $20.05 million, has issued a statement clarifying misinformation surrounding a consent solicitation initiated by Ned Sherwood. Contrary to Sherwood’s assertions, Alex Kinzler, Executive Chairman, General Counsel, and Corporate Secretary of Barnwell, has not endorsed Sherwood’s campaign aimed at replacing the company’s Board of Directors. According to InvestingPro data, the company maintains a FAIR financial health rating with notably low debt levels, a factor that could influence this corporate governance dispute.

The company’s press release, dated March 19, 2025, addresses Sherwood’s misleading use of language which suggested Kinzler’s support for the takeover. Kinzler, who owns 939,500 shares of Barnwell, submitted consent for only one share to trigger the required 60-day solicitation period. This action was a procedural step and not an indication of support for Sherwood’s initiative. The stock has shown resilience with a 13.32% year-to-date return, though revenue declined by 16.17% in the last twelve months.

Barnwell’s leadership is actively advising shareholders to disregard any blue consent cards received from Sherwood, warning that the proposed board takeover could be detrimental to shareholder value without offering any premium. The company is urging shareholders to discard these cards and to ignore any related communications from Sherwood.

The press release also contains forward-looking statements concerning Barnwell’s future performance, management’s plans, and the potential impact of Sherwood’s consent solicitation. These statements are based on current expectations and involve risks and uncertainties.

The company has highlighted that its directors, executive officers, and other employees may be considered participants in the efforts to solicit revocations of consents or proxies from shareholders in connection with the upcoming 2025 Annual Meeting. Changes in their holdings have been reported in various SEC filings, with the most recent updates available on the SEC’s website.

This news is based on a press release statement from Barnwell Industries, Inc. and aims to provide shareholders with clarity regarding the ongoing consent solicitation process.

In other recent news, Barnwell Industries has announced several significant corporate governance changes. The company has amended its Rights Agreement to clarify the Board of Directors’ fiduciary duties, ensuring that these duties are not impeded by the agreement. This amendment, made in collaboration with Broadridge Corporate Issuer Solutions, LLC, was disclosed in a recent SEC filing. Additionally, Barnwell Industries has altered its corporate bylaws, removing the provision that allowed stockholders with at least a 25% share to call a special meeting. This change, effective February 4, 2025, was also disclosed through an SEC filing, reflecting a shift in the company’s governance structure.

In another development, Barnwell Industries announced the resignation of Mr. Laurance Narbut from its Board of Directors, effective February 19, 2025. The resignation was for personal reasons and not due to any disagreements with the company. The company has yet to announce a successor or how this will affect the Board’s composition. These recent developments highlight ongoing changes in Barnwell Industries’ corporate governance and stockholder rights. Investors and stakeholders are watching for further announcements regarding these changes.

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