Continues Disturbing Pattern of Delayed and Failed Accountability at
Expense of Shareholders
Reinforces Urgent Need for New, Truly Independent Directors to Exert
Sandell Calls for Immediate Resignation of Eileen Mallesch, Chair of
NEW YORK--(BUSINESS WIRE)--
Tom Sandell, CEO of Sandell Asset Management Corporation ("Sandell"),
one of the largest shareholders of Bob Evans Farms, Inc. (NASDAQ:BOBE)
("Bob Evans" or the "Company"), commented on the recent announcement
that the Company would be delaying its Fiscal 2014 Full-Year and
Fourth-Quarter earnings release date from June 17, 2014 to July 8, 2014.
"The decision by Bob Evans to delay its earnings release due to
'weaknesses in internal controls', which we believe relate to matters
that should have been resolved some time ago, is further clear evidence
of a management team that is incapable of effectively running the
Company. We are also deeply concerned that it may reflect a desperate
and underhanded attempt to disenfranchise shareholders. In fact, we find
it highly suspicious that Bob Evans has scheduled this release for a day
shortly after July 3, which we believe is the record date for the
Company's 2014 Annual Meeting. Given the past track record of poor
governance established by this current Board, it is difficult for us to
take this latest excuse at merely face-value, as it may instead reflect
an attempt to prevent investors intent on holding the Board accountable
from availing themselves of the true financial picture of the Company
prior to the record date.
"In light of this disclosure, which likely relates to matters dating
back to those initially disclosed in the Company's 10-K for the fiscal
year ended April 26, 2013, we believe that Eileen Mallesch, the
Chairperson of the Audit Committee, should immediately resign from the
Board of Directors. We note that the Company had spent approximately
$1.8 million in the first six months of Fiscal 2014 on 'additional
professional expenditures primarily related to ongoing material
weaknesses and remediation related activities', an amount that has
surely increased. This is yet further evidence of the very real economic
damage that has been incurred as a result of Board members that in our
opinion have been clearly incapable of providing effective oversight,
a fact that will not be lost on institutional and other investors
assessing governance matters.
"Irrespective of what we view as the Company's attempt to inject
confusion into the election process, we look forward to the upcoming
2014 Annual Meeting, where we intend to solicit proxies and seek the
election of the eight new, highly-qualified, and independent candidates
that we have nominated to the Board of Directors of Bob Evans so that
they may begin to implement immediate and positive change at the Company
and exert the oversight that Bob Evans urgently needs. In recent weeks
we have heard an overwhelmingly positive response from shareholders and
other members of the investment community to the depth and quality of
these proposed director nominees. We note that of these eight nominees,
three are former restaurant CEOs with decades of relevant industry
experience, and each of these eight nominees possesses unique skill sets
that we see as necessary to deliver long-term value to the shareholders
of Bob Evans.
"We remain firmly convinced of the significant value that could be
delivered to shareholders if the Board is re-constituted with fresh,
truly-independent Directors. We highlight the fact that a direct
competitor to BEF Foods, The Hillshire Brands Company ('Hillshire'), was
recently the subject of an intense bidding war that resulted in a final
offer valuing Hillshire at 16.7x EBITDA. Furthermore, we have now heard
from a fifth multi-billion dollar real estate investment firm that has
indicated its interest in the owned real estate of Bob Evans, in
addition to the previously-articulated four other approaches that we
received, the most recent of which would value the real estate
associated with the Company's 482 wholly-owned restaurants and other
properties at more than $900 million, which is approximately 75% of the
Company's entire market value.
"Notwithstanding this Company's attempts to obstruct what we view as the
will of the shareholders, we remain willing to engage in good faith and
constructive dialogue should Bob Evans genuinely wish to seek a
comprehensive solution that would contemplate the addition of these
highly-qualified nominees, who have experience in restaurants,
marketing, finance, strategy, governance, and real estate, to the
Company's Board. Should the Company instead prefer to engage in further
misdirection in its futile attempt to distract shareholders from the
real issues - namely the underperformance and lack of accountability
that we believe has been demonstrated under the leadership of Chairman
and CEO Steven Davis and his Board - then we will be more than happy to
let the shareholders vote to decide the right individuals to lead this
Company in the future."
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 AN EXHIBIT TO
THE SCHEDULE 14A FILED BY SANDELL ASSET MANAGEMENT CORP. WITH THE SEC ON
APRIL 24, 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 Corp.