GNK Holdings Proposes to Acquire BARK at $1.10 per Share
GNK Holdings LLC, together with Marcus Lemonis, delivered a letter to the Special Committee of the Board of Directors of BARK, Inc. On January 14, 2026, the Group submitted a preliminary, non-binding indication of interest to acquire BARK in an all-cash transaction valued at $1.10 per share. The letter says in part: "The Company announced the formation of the Special Committee on January 9, 2026, and on February 2, 2026, further announced that the Special Committee had retained legal and financial professionals to "assist the Special Committee in the review and evaluation of the previously disclosed preliminary non-binding indicative proposal letters the Company has received," which specifically included the Group's proposal "to acquire all of the outstanding shares of the Company's common stock not already beneficially owned by the GNK/Lemonis Group." See BARK Press Release, Feb. 2, 2026. Nevertheless, despite your promise to investors that you would "review and evaluate" our proposal, and despite our repeated outreach, you have yet to engage in any substantive discussions with us. To the contrary, the Company initially ignored our offer, and it is now attempting to silence and handcuff the Group by demanding that we sign a coercive non-disclosure agreement. On Friday, February 6, 2026, we received a proposed NDA from your outside counsel. The proposed agreement starts with a false premise: "You have requested information from BARK, Inc. (the "Company") in connection with your consideration of a possible negotiated transaction between us." Not true. The Group made its initial proposal based on publicly available information, and it has not requested any non-public information from the Company. In exchange for information that we did not request, you are seeking a broad "standstill" agreement preventing the Group from making any public offers to acquire the Company without your explicit approval, or making any shareholder proposals, or "otherwise seek[ing] or propos[ing] to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of the Company." Moreover, you are seeking to silence us as well, by prohibiting the Group from "mak[ing] any public disclosure, or tak[ing] any action that could reasonably be expected to require you or the Company to make a public disclosure, with respect to any of the matters set forth in this Agreement." And if we don't like the terms of the proposed agreement, you will permit us to request waivers or amendments, "but only privately to the Company and not publicly." This is absurd, and we absolutely will not agree to this. Moreover, we question the appropriateness of such an agreement under Delaware law. See, e.g., In re Complete Genomics, Inc. Shareholder Litig., C.A. No. 7888-VCL. We publicly announced our intentions in a press release on January 14th, we will continue to speak publicly about our desire to acquire the Company, and we emphatically believe that our proposal offers the best opportunity to maximize shareholder value - the touchstone of the Special Committee's fiduciary obligations. We reiterate our proposal and look forward to your response. Furthermore, we intend to make this letter public. The market deserves to know about our interest in acquiring the Company and the intentions of the Committee regarding the CEO's competing $0.90 bid. To date, there has been no mention of a board rejection of that low ball, insider offer."
