Barnwell Industries, Inc. Reports Receipt of Notice of Nominations and Formation of Special Committee; Provides Business Upda...
11 Janeiro 2021 - 9:29PM
Barnwell Industries, Inc. (NYSE American: BRN) (“Barnwell”, the
“Company”) announced today that it has received notice of director
nominations for election at the 2021 annual meeting of stockholders
(the “2021 Annual Meeting”) from Ned L. Sherwood, Bradley M. Tirpak
and MRMP-Managers LLC, who also jointly nominated directors for
election at Barnwell’s 2020 annual meeting of stockholders.
Mr. Alexander C. Kinzler, Chief Executive
Officer and President, commented, “In response to the receipt of
notice, the Barnwell Board has created a special committee
comprised of Peter J. O’Malley, chairman, Kenneth S. Grossman and
Robert J. Inglima, Jr., each of whom is an independent director,
for the purpose of considering various matters relating to the
potential of another proxy contest initiated by Messrs. Sherwood,
Tirpak and MRMP-Managers LLC in connection with the 2021 Annual
Meeting. The Company intends to provide updates if and when
necessary, in accordance with applicable securities laws.”
Mr. O’Malley, chairman of the special committee,
commented that “While it is unfortunate that the stockholder group
has commenced an election contest for the second year in a row, the
special committee intends to engage with the stockholder group to
see if a costly and disruptive fight can be avoided so that the
Barnwell Board can remain focused on enhancing value for
stockholders.”
Separately, the Company announced that two
additional developer lots closed in December 2020 at Kaupulehu,
North Kona, Hawaii, in consideration for which the Company’s
Kaupulehu Developments venture received $485,000 in percentage of
sales payments ($320,000 net to the Company) and the Company
received cash distributions of $1,712,000, which includes an
additional preferred return payment of $459,000. These transactions
will be reflected in the Company’s financials for the quarter ended
December 31, 2020.
About Barnwell Industries, Inc.
Barnwell Industries, Inc. and its subsidiaries
are principally engaged in oil and natural gas exploration,
development, production and sales in Canada; investing in leasehold
interests in real estate in Hawaii; and well drilling services and
water pumping system installation and repairs in Hawaii.
Additional Information
Barnwell intends to file a proxy statement and
WHITE proxy card with the U.S. Securities and Exchange Commission
(the “SEC”) in connection with its solicitation of proxies for its
2021 Annual Meeting. Details concerning the nominees of
Barnwell's Board of Directors for election at the 2021 Annual
Meeting will be included in the proxy statement. BARNWELL
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY
STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND
ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain
the proxy statement, any amendments or supplements to the proxy
statement and other documents as and when filed by Barnwell with
the SEC without charge from the SEC’s website at www.sec.gov or by
contacting Morrow Sodali LLC, Barnwell’s proxy solicitor, at:
(800) 662-5200 (toll-free in North America)+1
(203) 658-9400 (outside of North
America)BRN@investor.morrowsodali.com
Certain Information Regarding Participants
Barnwell, its directors and certain of its executive officers
may be deemed to be participants in connection with the
solicitation of proxies from Barnwell’s stockholders in connection
with the matters to be considered at the 2021 Annual
Meeting. Information regarding the ownership of Barnwell’s
directors and executive officers in Barnwell stock is included in
their SEC filings on Forms 3, 4, and 5, which can be found through
the SEC’s website at www.sec.gov. Information can also be
found in Barnwell’s other SEC filings. More detailed and
updated information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
Safe Harbor for Forward-Looking
Statements
This release contains “forward-looking
statements” within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act,
and Section 21E of the Exchange Act. These forward-looking
statements are predictions and generally can be identified by use
of statements that include phrases such as “plan,” “expect,”
“will,” “should,” “could,” “anticipate,” “intend,” “project,”
“estimate,” “guidance,” “possible,” “continue” and other similar
terms and phrases, including references to assumptions and
forecasts of future results. Forward-looking statements are not
guarantees of future performance and involve known and unknown
risks, uncertainties and other factors that may cause the actual
results to differ materially from those anticipated at the time the
forward-looking statements are made. These risks include, but are
not limited to, those described in “Risk Factors” and elsewhere in
the Company’s Annual Report on Form 10-K for the year ended
September 30, 2020 and subsequent filings with the SEC. These
factors should be considered carefully and readers are cautioned
not to place undue reliance on such forward-looking statements. No
assurance can be given that the future results covered by the
forward-looking statements will be achieved. All forward-looking
statements contained in this release are qualified by these
cautionary statements and are made only as of the date of this
release. The Company does not undertake any obligation to update or
revise these forward-looking statements except as required by
law.
CONTACT: |
Alexander C. KinzlerChief Executive Officer and President |
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Russell M. GiffordExecutive Vice President and Chief Financial
OfficerTel: (808) 531-8400 |
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