"Offer" Masks Continued Avoidance of Real Change
Sandell Remains Committed to Unlocking Stockholder Value
NEW YORK--(BUSINESS WIRE)--
Tom Sandell, CEO of Sandell Asset Management Corporation ("Sandell"),
one of the largest stockholders of Bob Evans Farms, Inc. (NASDAQ:BOBE)
("Bob Evans" or the "Company"), commented on the recent statement by the
Company in connection with its filing of the Company's preliminary proxy
"With this announcement, Bob Evans has yet again demonstrated that they
will go to great lengths to avoid real change while attempting to mask
their refusal to do the right thing for stockholders. In our view, Bob
Evans is doing nothing more than trying to appear as if they are willing
to compromise, all while seeking to entrench themselves and maintain the
status quo while failing to unlock value. We are confident that
stockholders will see through these misleading actions."
"Sandell remains committed to truly meaningful change at Bob Evans and
our foremost goal is to unlock the value inherent in the Company for the
benefit of all of the Company's stockholders. In discussions with the
Company's representatives, we have repeatedly offered to work with Bob
Evans and remain willing to reach a compromise commensurate with the
significant problems facing the Company if the Company would commit to
actual movement on the many key issues that we and the broader
investment community have identified. Bob Evans conveniently glossed
over this fact in their proxy filing, choosing instead to focus on their
own token offer of two Board seats, which in our view is no more than a
meaningless effort designed to be rejected. We continue to believe that
electing the slate of strong, independent director nominees that we have
submitted is the most effective path towards value creation. We have
been encouraged by the responses from stockholders to this slate of
nominees and look forward to continued dialogue as we approach the
Annual Meeting this summer."
About Sandell Asset Management Corp.
Sandell Asset Management Corp. is a leading private, alternative asset
management firm specializing in global corporate event-driven,
multi-strategy investing with a strong focus on equity special
situations and credit opportunities. Sandell Asset Management Corp. was
founded in 1998 by Thomas E. Sandell and has offices in New York and
London, including a global staff of investment professionals, traders
and infrastructure specialists.
SANDELL ASSET MANAGEMENT CORP., CASTLERIGG MASTER INVESTMENTS LTD.,
CASTLERIGG INTERNATIONAL LIMITED, CASTLERIGG INTERNATIONAL HOLDINGS
LIMITED, CASTLERIGG OFFSHORE HOLDINGS, LTD., CASTLERIGG MERGER ARBITRAGE
AND EQUITY EVENT FUND, LTD., CASTLERIGG MERGER ARBITRAGE AND EQUITY
EVENT INTERMEDIATE FUND, L.P., CASTLERIGG MERGER ARBITRAGE AND EQUITY
EVENT MASTER FUND, LTD., CASTLERIGG GLOBAL EQUITY SPECIAL EVENT FUND,
LTD., CASTLERIGG GLOBAL EQUITY SPECIAL EVENT INTERMEDIATE FUND, L.P.,
CASTLERIGG GLOBAL EQUITY SPECIAL EVENT MASTER FUND, LTD., PULTENEY
STREET PARTNERS, L.P. AND THOMAS E. SANDELL (COLLECTIVELY, "SANDELL")
AND DOUGLAS N. BENHAM, CHARLES M. ELSON, DAVID W. HEAD, C. STEPHEN LYNN,
ANNELISE T. OSBORNE, ARON I. SCHWARTZ, MICHAEL WEINSTEIN AND LEE S.
WIELANSKY (TOGETHER WITH SANDELL, THE "PARTICIPANTS") INTEND TO FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE
PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN
CONNECTION WITH THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF BOB
EVANS FARMS, INC. (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2014
ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY SANDELL WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE
DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE
FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND WILL BE,
ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S
WEBSITE AT HTTP://WWW.SEC.GOV/.
IN ADDITION, MACKENZIE PARTNERS, INC., SANDELL'S PROXY SOLICITOR, WILL
PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY
CARD, WHEN AVAILABLE, WITHOUT CHARGE UPON REQUEST BY CALLING (800)
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE PRELIMINARY
PROXY STATEMENT ON SCHEDULE 14A FILED BY SANDELL ASSET MANAGEMENT CORP.
WITH THE SEC ON JUNE 19, 2014. THIS DOCUMENT CAN BE OBTAINED FREE OF
CHARGE FROM THE SOURCES INDICATED ABOVE.
Cautionary Statement Regarding Opinions and Forward-Looking Statements
Certain information contained herein constitutes "forward-looking
statements" with respect to Bob Evans Farms, Inc. ("Bob Evans"), which
can be identified by the use of forward-looking terminology such as
"may," "will," "seek," "should," "could," "expect," "anticipate,"
"project," "estimate," "intend," "continue" or "believe" or the
negatives thereof or other variations thereon or comparable terminology.
Such statements are not guarantees of future performance or activities.
Due to various risks, uncertainties and assumptions, actual events or
results or actual performance may differ materially from those reflected
or contemplated in such forward-looking statements. The opinions of
Sandell Asset Management Corp. ("SAMC") are for general informational
purposes only and do not have regard to the specific investment
objective, financial situation, suitability or particular need of any
specific person, and should not be taken as advice on the merits of any
investment decision. This material does not recommend the purchase or
sale of any security. SAMC reserves the right to change any of its
opinions expressed herein at any time as it deems appropriate. SAMC
disclaims any obligation to update the information contained herein.
SAMC and/or one or more of the investment funds it manages may purchase
additional Bob Evans shares or sell all or a portion of their shares or
trade in securities relating to such shares.
Source: Sandell Asset Management Corporation