TIMELINE OF BLACKWELLS' EFFORTS TO ENGAGE MONMOUTH AND MONMOUTH'S FAILURES TO MAXIMIZE SHAREHOLDER VALUE

In order to unlock value and liquidity for all shareholders, Blackwells Capital made repeated good-faith attempts to participate in the sale process with repeated all-cash offers, but Monmouth’s Board refused to engage.  In retaliation, Monmouth's Board has overseen a campaign of litigation and intimidation against its fourth largest shareholder.

  • Jun 7, 2021

    June 22, 2020

    Blackwells Capital LLC made its initial investment in Monmouth.

  • Jun 7, 2021

    December 1, 2020

    Blackwells delivered a letter to the Company (the “December 1 Letter”) with an offer to purchase the Company for $16.75 per share of Common Stock (MNR shares closed at $14.80 per share that day).

  • Jun 7, 2021

    December 10, 2020

    Eugene W. Landy, the Company’s Chairman of the Board, responded to the December 1 Letter with a conclusory statement that the Board determined that pursuing a sale of the Company would not be in its best interest at the time.

  • Jun 7, 2021

    December 14, 2020

    Land & Buildings made its initial investment in Monmouth.

  • Jun 7, 2021

    December 18, 2020

    Blackwells delivered a letter to the Company (the “December 18 Letter”) including a second offer by Blackwells to purchase the Company for an increased price of $18.00 per share (MNR shares closed at $16.99 per share that day).

  • Jun 7, 2021

    December 23, 2020

    Blackwells’ counsel delivered a letter (the “Nomination Notice”) to Michael D. Prashad, General Counsel and Corporate Secretary of the Company, announcing its intention to nominate four directors for election to the Board at the Annual Meeting, and to submit the Blackwells Proposals for consideration by the Company’s stockholders, each on a non-binding, advisory basis, at the Annual Meeting.

  • Jun 7, 2021

    December 31, 2020

    Monmouth issued a press release, publicly confirming that they had received the Nomination Notice.

  • Jun 7, 2021

    January 14, 2021

    Eugene Landy sent a brief letter to Blackwells rejecting the offer made in the December 18 Letter, stating that the Board had unanimously decided to explore strategic alternatives to maximize stockholder value.

  • Jun 7, 2021

    January 20, 2021

    Monmouth filed a complaint against Blackwells Capital and Allison Nagelberg in the Superior Court of New Jersey, Chancery Division, Monmouth County (the “Court”), seeking injunctive relief and money damages. See Monmouth Real Estate Investment Corporation v. Allison Nagelberg and Blackwells Capital LLC, MON-C-000012-21.

  • Jun 7, 2021

    January 28, 2021

    The Court denied Monmouth’s request for temporary restraints and ordered Ms. Nagelberg to continue to abide by any confidentiality obligations she owes to the Company.

  • Jun 7, 2021

    February 8, 2021

    Blackwells delivered a letter to Mr. Prashad demanding that the Company file a lawsuit against the individual members of the Board that would allege breaches of fiduciary duties.

  • Jun 7, 2021

    February 8, 2021

    Blackwells Capital filed an email that Jason Aintabi of Blackwells had sent to Jonathan Litt of Land & Buildings.

  • Jun 7, 2021

    March 8, 2021

    The Court heard argument on the Company’s motion for a preliminary injunction. The Court denied the Company’s motion in full at the conclusion of the argument.

  • Jun 7, 2021

    March 10, 2021

    Blackwells delivered a letter to the Board (the “March 10 Letter”) expressing disappointment that they weren’t able to participate in Monmouth’s strategic alternatives review process despite numerous attempts to contact the Company’s financial advisors, legal representatives and Michael Landy.

  • Jun 7, 2021

    March 12, 2021

    Mr. Prashad delivered a letter to Mr. Aintabi responding to the March 10 Letter, stating that the Board was aware of its duties to the Monmouth and the stockholders and that it only intended to provide stockholders with an update of the Company’s review of strategic alternatives once the process concluded.

  • Jun 7, 2021

    March 16, 2021

    Starwood submitted a preliminary, non-binding proposal to Monmouth, which provided for an all-cash transaction with an offer price of $18.30 per share and was not subject to any financing contingency.

  • Jun 7, 2021

    March 17, 2021

    Blackwells delivered two letters to the Company, demanding to inspect certain books and records of the Company (together, the “Demand Letters”).

  • Jun 7, 2021

    March 19, 2021

    Starwood received a letter from Monmouth representatives inviting it to participate in the next stage of the bidding process by submitting a proposal by April 20, 2021.

  • Jun 7, 2021

    March 22, 2021

    The Company filed a motion in the Superior Court of New Jersey, Appellate Division for leave to appeal the denial of its motion for a preliminary injunction.

  • Jun 7, 2021

    March 22, 2021

    Mr. Prashad delivered a letter to Mr. Aintabi responding to the Demand Letters, agreeing to provide portions of the information responsive to Blackwells pursuant to certain conditions, including Blackwells’ execution of a confidentiality agreement (the “March 22 Letter”).

  • Jun 7, 2021

    March 25, 2021

    Monmouth’s counsel delivered a letter to Mr. Aintabi informing him that a committee of directors (without identifying its mandate or members) had been formed to investigate Blackwells’ claims and demands set forth in the February 8 Letter. The Company also invited Mr. Aintabi to provide any additional information related to Blackwells’ claims set forth in the February 8 Letter.

  • Jun 7, 2021

    March 31, 2021

    Blackwells’ counsel delivered a letter to the Monmouth’s counsel stating Blackwells would provide the special committee with significant additional information related to Blackwells’ claims in the February 8 Letter if the special committee were independent from management and entered into a confidentiality agreement with Blackwells.

  • Jun 7, 2021

    March 31, 2021

    Blackwells delivered a letter to the Board (the “March 31 Letter”) demanding that the Board set a date for the Annual Meeting; provide an update on the Company’s strategic alternatives process; drop the litigation against Blackwells; publicly disclose the establishment of the special committee; and engage with Blackwells in earnest.

  • Jun 7, 2021

    April 1, 2021

    Blackwells delivered a letter to Mr. Prashad stating that it was entitled to all materials requested in the Demand Letters and not just portions of the materials (the “April 1 Letter”).

  • Jun 7, 2021

    April 1, 2021

    Blackwells Capital and Ms. Nagelberg filed an opposition to the Company’s motion for leave to appeal.

  • Jun 7, 2021

    April 5, 2021

    Blackwells Capital filed its response to the Company’s complaint.

  • Jun 7, 2021

    April 8, 2021

    Monmouth’s counsel sent a letter to Blackwells’ counsel responding to the April 1 Letter, stating that the Company should have an opportunity to provide requested books and records for inspection pursuant to the terms of an executed confidentiality agreement before discussing the contents of the Company’s responses to the particular items set forth in the Demand Letters.

  • Jun 7, 2021

    April 9, 2021

    Monmouth’s counsel delivered a letter to Blackwells’ counsel alleging that the March 31 Letter was an attempt to bully the Board and claimed that it may expose Blackwells to liability (the “April 9 Letter”). The April 9 Letter did not address any of Blackwells’ demands set forth in the March 31 Letter.

  • Jun 7, 2021

    April 13, 2021

    Blackwells’ counsel delivered a letter to the Monmouth’s counsel responding to the April 9 Letter, requesting that the Company identify which of Blackwells’ claims constitute the purported “myriad untruths” referenced in the April 9 Letter; provide reasonable support for why it believes any such claims are false; and explain how the March 31 Letter could expose Blackwells to liability.

  • Jun 7, 2021

    April 15, 2021

    The Appellate Division denied the Company’s motion for leave to appeal.

  • Jun 7, 2021

    April 19, 2021

    Blackwells filed its preliminary proxy statement with the SEC.

  • Jun 18, 2021

    April 21, 2021

    Starwood submitted a revised proposal to Monmouth, which consisted of an all-cash offer to acquire all of the Common Stock for $19.00 per share. 

  • Jun 18, 2021

    April 28, 2021

    Starwood submitted an all-cash offer to acquire all Common Stock for $19.51 per share.

  • Jun 18, 2021

    May 4, 2021

    Monmouth announces it has agreed to be acquired by Equity Commonwealth (NYSE: EQC), an underperforming office REIT, in a low-premium, all-stock deal worth $17.69 per share (based on closing price on July 29, 2021).

  • Jun 7, 2021

    June 8, 2021

    Blackwells mailed its definitive proxy statement with a letter from Blackwells to shareholders.

  • Jul 30, 2021

    July 8, 2021

    Starwood submitted an unsolicited acquisition proposal for Monmouth, which offered to acquire all the outstanding Common Stock for net cash consideration of approximately $18.70 per share.

  • Jul 30, 2021

    July 15, 2021

    The Board held a special meeting in which it was unanimously determined that Starwood’s July 8th proposal would not provide a basis for discussing a potential transaction between Starwood and the Company.  That same day, Starwood submitted and amended proposal that reflected an increase in $0.18 per share in the consideration that would be paid for the Common Stock.

  • Jul 30, 2021

    July 22, 2021

    The Company delivered a letter to Starwood stating that the Board did not see how the July 15th offer provided a basis for discussing a potential transaction between Starwood and the Company.

  • Jul 30, 2021

    July 23, 2021

    Monmouth filed their proxy statement regarding the Special Meeting, claiming it had rejected Blackwells’ offers in part because of “ethical and legal concerns” about Blackwells’ nomination of the Company’s former general counsel, Ms. Nagelberg, to serve on the Board.  However, as also noted, these concerns were fully rejected in court when the Company asked that Ms. Nagelberg’s nomination to the Board be blocked.

  • Jul 30, 2021

    July 27, 2021

    Starwood filed its preliminary proxy statement with respect to the Special Meeting.

  • Jul 30, 2021

    July 29, 2021

    Blackwells filed its preliminary proxy statement with respect to the Special Meeting .

  • Jul 30, 2021

    August 5, 2021

    Blackwells issues letter to shareholder, urging them to vote "AGAINST" the proposed transaction with EQC on the GREEN PROXY card.

  • Jul 30, 2021

    August 31, 2021

    Monmouth announced that shareholders rejected the proposed acquisition by EQC at the Special Meeting.

  • Jul 30, 2021

    September 10, 2021

    Blackwells called on Monmouth to schedule its Annual Meeting after spending millions of shareholder dollars pursuing a flawed transaction that was roundly rejected by its shareholders.