Barnwell Industries Reaches Agreement With MRMP Stockholders to End Potential Proxy Contest
28 Janeiro 2021 - 8:00AM
Barnwell Industries, Inc. (NYSE-American: BRN) (“Barnwell” or the
“Company”) is pleased to announce today that it has entered into a
cooperation and support agreement with MRMP-Managers LLC, Ned L.
Sherwood Revocable Trust, Ned L. Sherwood and Bradley M. Tirpak
(collectively, the “MRMP Stockholders”), with respect to the
potential proxy contest pertaining to the election of directors to
our Board of Directors (the “Board”).
Pursuant to the terms of the agreement, among
other things, the Company will nominate its current slate of
directors, which includes three of the MRMP nominees and two new
independent directors elected in 2020, to stand for reelection to
the Board at the upcoming 2021 annual meeting of
stockholders. The MRMP Stockholders have agreed to vote
their shares of common stock of the Company in favor of the
election of the designated slate, and the MRMP Stockholders have
agreed to withdraw their proposed slate of directors.
Mr. Grossman, Chairman of the Board, said, “We
are gratified to have reached this constructive outcome. In
addition to demonstrating the Board’s commitment to acting in the
long-term interests of our stockholders, this cooperation and
support agreement continues the significant progress the Company
has made over the past year toward strengthening and streamlining
both our governance and operations.”
Mr. Sherwood added, “As a significant Barnwell
stockholder, I’m gratified that the Board of Directors will be
unchanged from last year and be able to continue its efforts to
move the Company forward. I’m pleased that Barnwell’s share price
rose 370% from $.56 on April 3, 2020 to $2.06 per share as of the
close on January 25, 2021. We are hopeful that the momentum builds
in 2021 given the current appreciation in the price of oil, the
increased velocity in Hawaiian land sales, and the stability of the
water drilling business. The agreement that we have forged with the
Company should avoid distraction and unnecessary expense allowing
our Board to continue to position Barnwell for long term positive
cash generation and further share price appreciation.”
The complete agreement between the Company and
the MRMP Stockholders will be attached as an exhibit to a Current
Report on Form 8-K that will be filed with the U.S. Securities and
Exchange Commission (the “SEC”).
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 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.
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 of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. 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.
Media ContactsGagnier
CommunicationsJeffrey Mathews / Dan Gagnier(646)
569-5711Barnwell@gagnierfc.com
CONTACT: |
Alexander C. Kinzler |
|
Chief Executive Officer and
President |
|
|
|
Russell M. Gifford |
|
Executive Vice President and
Chief Financial Officer |
|
Tel: (808) 531-8400 |
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