Action is Further Evidence of a Board that is Unwilling to Engage with
NEW YORK--(BUSINESS WIRE)--
Tom Sandell, CEO of Sandell Asset Management Corporation, one of the
largest shareholders of Bob Evans Farms, Inc. (NASDAQ:BOBE) ("Bob Evans"
or the "Company"), issued today the following statement to the Board of
Directors (the "Board") of Bob Evans.
May 30, 2014
Ladies and Gentlemen:
We were dismayed to learn from our outside counsel that the Company's
so-called Lead "Independent" Director, Michael Gasser, sent a letter on
May 27, 2014 to the eight independent Director nominees proposed by
Sandell Asset Management Corporation inviting each of them to a
hastily-convened and unorthodox round of individual questioning by Mr.
Gasser and "certain other" Directors at the Company's headquarters in
New Albany, Ohio. In this letter, Mr. Gasser appears to be attempting to
inappropriately subvert the Director nomination process and we view this
action as particularly troubling, as at no time had the Company
attempted to contact us to achieve a constructive solution that might
include the addition of some or all of these highly-qualified Director
nominees as part of comprehensive change at the Board.
In addition, at no point in our almost year-long dialogue with the
Company has the Board shown the slightest inclination towards reaching
an amicable resolution with us. This latest attempt to end-run one of
the Company's largest shareholders represents yet further evidence of
the Board's unwillingness to engage in truly constructive dialogue,
which is a dis-service to all shareholders.
Notwithstanding our significant concerns regarding the judgment
exhibited by the current Board, along with the repeated earnings
disappointments and operational missteps occurring under the leadership
of Chairman and CEO Steven Davis, our conviction in the underlying value
of the unique assets of Bob Evans has grown stronger. To unlock this
value, however, the Company in our view urgently needs a new, truly
independent Board that is able to exert effective management oversight -
that is why we have submitted the nomination of eight highly-qualified
Director nominees, including three former restaurant CEOs with decades
of relevant industry experience. These nominees possess a mix of
critical skill sets and expertise necessary to drive the operational,
financial, and strategic change that we see as needed to deliver
long-term value to the shareholders of Bob Evans.
We remain willing, as we have for nearly a year, to meet with Mr. Gasser
and the rest of the Company's Board in order to engage in good faith and
constructive dialogue should the Board wish to genuinely seek a
comprehensive solution that would contemplate the addition of these
highly-qualified Director nominees to the Company's Board. We cannot
countenance, however, attempts by the Company to actively subvert the
Director nomination process.
Chief Executive Officer
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.