DEFA14A: Barnwell Industries Refutes Misleading Claims by Ned Sherwood Amid Consent Solicitation

Barnwell Industries addresses and corrects what it claims are misleading statements made by Ned Sherwood regarding his consent solicitation to replace the company's Board of Directors.

Summary

• Barnwell Industries has issued a press release to correct what it describes as misleading statements made by Ned Sherwood in connection with his attempt to take over Barnwell without offering a premium to shareholders.
• The company clarifies that Alex Kinzler, Executive Chairman, General Counsel, and Corporate Secretary, does not support Sherwood's consent solicitation.
• Kinzler submitted a consent for one share to initiate the 60-day solicitation period, but this does not indicate support for Sherwood's campaign.
• Barnwell urges shareholders to discard any blue consent cards sent by Sherwood and ignore his attempts to solicit support.
• The company cautions that Sherwood's takeover attempt is disruptive and offers no premium for shareholders' investment, potentially putting the value of their investment at risk.

Sentiment

Score: 4

Explanation: The sentiment is somewhat negative due to the ongoing dispute with Ned Sherwood and the potential risks to shareholder value. The company is actively defending itself, but the situation introduces uncertainty.

Positives

• Barnwell Industries is proactively addressing what it perceives as misinformation from Ned Sherwood.
• The company is actively communicating with shareholders to counter Sherwood's consent solicitation.
• Barnwell's management is unified in its opposition to Sherwood's takeover attempt.

Negatives

• Ned Sherwood is attempting to take over Barnwell without offering a premium to shareholders, which the company views as detrimental.
• The consent solicitation is described as costly and distracting for Barnwell.
• The company believes Sherwood's actions could put shareholder value at risk.

Risks

• The consent solicitation by the Sherwood Group could lead to a change in control of Barnwell's Board of Directors.
• The company faces the risk of potential claims by the Sherwood Group.
• There is a risk that Barnwell may not be successful in soliciting revocations of consents from its stockholders to reject the Sherwood Group's proposals.

Future Outlook

The company's future outlook is subject to the risks and uncertainties related to the actions of the Sherwood Group and the company's ability to defend against their proposals.

Management Comments

• Alex Kinzler does NOT support Sherwoods Consent Solicitation.
• Shareholders are urged to discard any blue consent card sent to you by Sherwood and ignore any of his calls, messages and other attempts to solicit his blue consent card.

Industry Context

This announcement reflects a potential proxy fight, which is a common occurrence in the corporate world when activist investors seek to influence or take control of a company.

Stakeholder Impact

• Shareholders are directly impacted by the consent solicitation and the potential change in control of the Board of Directors.
• Employees could be affected by changes in strategy or management resulting from the consent solicitation.

Next Steps

• Barnwell will continue to solicit revocations of consents from its stockholders to reject the Sherwood Group's proposals.
• The company will file a Proxy Statement and other materials with the SEC in connection with the 2025 Annual Meeting.

Key Dates

Keywords

Barnwell Industries, Ned Sherwood, Consent Solicitation, Board of Directors, Shareholders, Takeover, Proxy, BRN