Barnwell Industries(US:BRN) Globenewswireยท2025-01-27 11:00Core Viewpoint - Barnwell Industries, Inc. has adopted a limited-duration shareholder rights plan to protect the interests of the company and all shareholders, particularly in response to the significant ownership position of the Sherwood Group, which holds approximately 30% of the company's outstanding common stock [1][2][5] Group 1: Rights Plan Adoption - The Rights Plan aims to prevent any entity or group from gaining control over Barnwell through a "creeping" acquisition, which the Special Committee believes would not be in the best interest of shareholders [4][6] - The Board adopted the Rights Plan after attempts to engage with the Sherwood Group were unsuccessful, despite the group's claims of bringing fresh ideas to the company [5][8] - The Rights Plan is designed to allow shareholders to realize the long-term value of their investment and ensure fair treatment in the event of a takeover [6][10] Group 2: Special Committee and Engagement - A Special Committee was established to review corporate governance matters and recommended the adoption of the Rights Plan [3][4] - The Special Committee is open to engaging with the Sherwood Group and other shareholders to develop constructive ideas for the company's future [7][8] - The Sherwood Group's potential control could lead to significant changes in the company's core business strategy, which the Special Committee views with concern [7] Group 3: Rights Plan Mechanics - Under the Rights Plan, Barnwell will issue one right for each common share outstanding as of February 7, 2025, which will become exercisable if a person acquires 20% or more of the outstanding common stock [9][10] - Shareholders with beneficial ownership of 20% or more prior to the announcement are grandfathered but cannot acquire additional shares representing 0.25% or more without triggering the Rights Plan [10] - The Rights Plan is effective immediately and will expire in one year unless extended with shareholder approval [10]