GLDC Golden Enterprises, Inc. (MM)

INFORMATION STATEMENT

This information statement and notice of action by written consent and appraisal rights (collectively, this “Information Statement”) contains information relating to the Agreement and Plan of Merger, dated July 18, 2016 (the “Merger Agreement”), entered into by and among Utz Quality Foods, Inc. (“Utz”), Westminster Sub, Inc. (“Merger Sub”) and Golden Enterprises, Inc. (the “Company,” “we,” “us” or “our”). We are furnishing this Information Statement to stockholders of the Company pursuant to applicable provisions of Delaware law and certain securities regulations. This Information Statement is dated August ___, 2016 and is first being mailed to our stockholders on or about August ___, 2016.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY .

SUMMARY TERM SHEET

This summary term sheet highlights selected information in this Information Statement and may not contain all of the information about the Merger (as defined below under “ The Merger ” ) that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary term sheet. You should carefully read this Information Statement in its entirety, including the annexes hereto and the other documents to which we have referred you, for a more complete understanding of the Merger. You may obtain, without charge, copies of documents incorporated by reference into this Information Statement by following the instructions under the section of this Information Statement entitled “ Where You Can Find Additional Information ” beginning on page 70.

The Parties to the Merger Agreement

(page 14)

Golden Enterprises, Inc. is a Delaware holding company, which owns all of the outstanding capital stock of Golden Flake Snack Foods, Inc. (“Golden Flake”). Golden Flake has been a premiere producer, marketer, and distributor of snack products in the Southeastern United States since 1923. Golden Flake manufactures and distributes a full line of high quality salted snack items, such as potato chips, tortilla chips, corn chips, fried pork skins, baked and fried cheese curls, onion rings, and puff corn. Golden Flake also sells canned dips, pretzels, peanut butter crackers, cheese crackers, dried meat products, and nuts packaged by other manufacturers using the Golden Flake label. The Company’s Common Stock is listed on the Nasdaq Global Market, which we refer to as “NASDAQ,” under the trading symbol “GLDC.” Golden Enterprises’ principal executive office is located at One Golden Flake Drive, Birmingham, Alabama, and its telephone number is (205) 323-6161.

Utz is a privately held and family managed snack food company, founded in 1921 by William and Salie Utz. They began making potato chips out of their home in Hanover, Pennsylvania, in much the same way Frank Mosher, Mose Lischkoff and Helen Freidman began Golden Flake in 1923. During their tenure, Utz grew from a small local operation to the multi-state corporation it is today. Currently, Utz manufactures and markets a full line of snack products, including potato chips, pretzels, cheese snacks, tortillas, veggie snacks, popcorn and more throughout the United States and internationally.  Utz has six manufacturing facilities in Pennsylvania with additional facilities in Colorado, Louisiana and Massachusetts. Utz’s principal executive office is located at 900 High Street, Hanover, Pennsylvania 17331, and its telephone number is (717) 637-6644.

Merger Sub was formed on July 13, 2016, solely for the purpose of engaging in the Merger. Merger Sub has not engaged in any business other than in connection with the Merger, and upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive office is located at 900 High Street, Hanover, Pennsylvania 17331, and its telephone number is (717) 637-6644.

Please see the section of this Information Statement entitled “ The Parties ” beginning on page 14.

The Merger

(page 50 and Annex A )

The Company, Utz and Merger Sub entered into the Merger Agreement on July 18, 2016. A copy of the Merger Agreement is included as Annex A to this Information Statement. Under the terms of the Merger Agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Merger Sub will be merged with and into the Company, which we refer to as the “Merger.” The Company will survive the Merger as a wholly-owned subsidiary of Utz (the “Surviving Corporation”).

Upon the consummation of the Merger, each share of the Company’s common stock, par value $0.66-2/3 per share (“Common Stock”), that is issued and outstanding immediately prior to the time the Merger becomes effective (the “Effective Time”), other than shares owned by the Company, any subsidiary of the Company, Utz, Merger Sub or any other subsidiary of Utz or shares with respect to which appraisal rights have been properly exercised in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), will be converted into the right to receive $12.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”).

Please see the section of this Information Statement entitled “ The Merger ” beginning on page 15.

The Board and Special Committee

Our board of directors (the “Board”) formed a special committee (the “Special Committee”) on November 17, 2015, consisting of Edward R. Pascoe, John S. P. Samford, William B. Morton, Jr. and John S. Stein, III, each of whom is an independent director with no personal interest in the Merger that would not be generally shared by all other stockholders of the Company, to evaluate the Merger and other alternatives available to the Company and to otherwise represent the interests of our stockholders. Among other things, the Board resolved not to approve any transaction without a favorable recommendation from the Special Committee. The Special Committee carefully reviewed and considered the terms and conditions of the Merger Agreement and the Merger.

The Special Committee unanimously recommended that our Board approve the Merger Agreement. After careful consideration and based in part on the unanimous recommendation of the Special Committee, our Board unanimously (i) adopted and declared advisable the Merger Agreement and the consummation of the Merger, (ii) authorized and approved the Merger Agreement and the consummation of the Merger, and (iii) determined that the Merger is in the best interests of the Company and its stockholders. For a discussion of the material factors that the Special Committee and the Board considered in determining to approve the Merger Agreement, please see the section of this Information Statement entitled “ The Merger—Reasons for the Merger; Recommendation of the Special Committee and the Board ” beginning on page 28.

Required Approval of the Merger; Record Date; Action by Stockholder Consent

(page 15 )

Under Delaware law and the Company’s Certificate of Incorporation and Bylaws, each as amended, the adoption of the Merger Agreement by the Company’s stockholders required the affirmative vote or written consent of the stockholders holding a majority of the outstanding shares of Common Stock (such stockholder approval is sometimes referred to in this Information Statement as the “Requisite Company Vote”).

On July 18, 2016, the record date, there were 11,291,757 shares of Common Stock outstanding and entitled to vote, held by 775 stockholders of record.

On July 18, 2016, after execution of the Merger Agreement by all parties thereto, SYB, Inc., a Delaware corporation, John S. Stein, Jr. (the father of John S. Stein, III) and John P. McKleroy, Jr., as trustees under the Marital Testamentary Trust under Will of Sloan Y. Bashinsky, Sr., deceased, probated on August 12, 2005 (the “Marital Trust”), and Joann F. Bashinsky (collectively, the “Principal Stockholders”), executed and delivered to the corporate secretary of the Company and to Utz an irrevocable written consent (the “stockholder consent”) approving and adopting the Merger Agreement. As of July 18, 2016, the Principal Stockholders held shares of Common Stock representing approximately 55.9% of the outstanding shares of Common Stock. Accordingly, the adoption of the Merger Agreement by the Company’s stockholders was effected in accordance with Section 251 of the DGCL on July 18, 2016. No further approval of the stockholders of the Company is required to adopt the Merger Agreement. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the Merger Agreement and does not intend to call a meeting of stockholders for purposes of voting on the adoption of the Merger Agreement. If the Merger Agreement is terminated in accordance with its terms, the stockholder consent will be of no further force or effect.

Federal securities laws state that the Merger may not be completed until 20 days after the date of mailing of this Information Statement to the Company’s stockholders. Therefore, notwithstanding the execution and delivery of the stockholder consent (which was obtained shortly after the execution of the Merger Agreement), the Merger will not occur until that time has elapsed. We currently expect the Merger to be completed by [____________], 2016, subject to certain government regulatory reviews and approvals and the satisfaction of the other conditions to closing in the Merger Agreement. However, there can be no assurance that the Merger will be completed on or prior to that time, or at all.

This Information Statement shall constitute notice to you from the Company that the Merger and the Merger Agreement have been adopted by the holders of a majority of the Common Stock by written consent in lieu of a meeting in accordance with Section 228 of the DGCL.

Please see the section of this Information Statement entitled “ The Merger—Required Approval of the Merger; Record Date; Action by Stockholder Consent ” beginning on page 15.

Opinion of the Special Committee’s Financial Advisor

(page 32 and Annex B )

The Special Committee retained North Point Advisors LLC, which is referred to in this Information Statement as “North Point Advisors,” as financial advisor to the Special Committee, in connection with the Merger and the other transactions contemplated by the Merger Agreement, which are collectively referred to as the “Transaction” throughout this section and the summary of North Point Advisors’ opinion below under the section entitled “ The Merger—Opinion of the Special Committee’s Financial Advisor. ” In connection with its engagement of North Point Advisors, the Special Committee requested that North Point Advisors evaluate the fairness, from a financial point of view, to the holders of shares of Common Stock (other than certain excluded shares specified in North Point Advisors’ opinion, which are collectively referred to as “Excluded Shares” throughout this section and the summary of North Point Advisors’ opinion below under the section entitled “ The Merger—Opinion of the Special Committee’s Financial Advisor ”) of the Merger Consideration proposed to be paid to such holders pursuant to the Merger Agreement. On July 18, 2016, North Point Advisors rendered to the Special Committee and to the Board its written opinion dated July 18, 2016, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by North Point Advisors in preparing its opinion, the Merger Consideration proposed to be paid to the holders of the Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of North Point Advisors’ written opinion dated July 18, 2016, which is attached as Annex B and is incorporated herein by reference, should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by North Point Advisors in preparing its opinion.

North Point Advisors delivered its opinion to the Special Committee and the Board for the benefit and use of the Special Committee (in its capacity as such) and the Board in connection with and for purposes of their evaluation of the per share Merger Consideration from a financial point of view. North Point Advisors’ opinion did not address any other terms or other aspects or implications of the Merger or related transactions and no opinion or view was expressed as to the relative merits of the Merger or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger or any related transaction. North Point Advisors also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger, any related transactions or any other matter.

Please see the section of this Information Statement entitled “ The Merger—Opinion of the Special Committee’s Financial Advisor ” beginning on page 32.

Appraisal Rights

(page 66)

The Company’s stockholders (other than the Principal Stockholders) did not provide a consent to the adoption of the Merger Agreement and, under the DGCL, will have the right to demand appraisal for and receive the “fair value” of their shares of Common Stock as determined by the Court of Chancery of the State of Delaware (the “Court”) in lieu of receiving the Merger Consideration if the Merger is completed, but only if they strictly comply with the procedures and requirements set forth in Section 262 of the DGCL (“Section 262”). In order to exercise your appraisal rights, you must demand in writing an appraisal of your shares no later than 20 days after the date of the mailing of this Information Statement, which 20 ^th day is _____, 2016, and comply precisely with other procedures set forth in Section 262.

A copy of Section 262 is included as Annex C to this Information Statement. We urge you to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to demand appraisal, stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to comply strictly with all of the requirements of Section 262 will result in loss of the right of appraisal. You should be aware that the “fair value” of your shares of Common Stock as determined under Section 262 could be more than, the same as, or less than the value that you are entitled to receive under the terms of the Merger Agreement.

Please see the section of this Information Statement entitled “ Appraisal Rights ” beginning on page 66.

Certain Effects of the Merger

(page 32)

Upon consummation of the Merger, Merger Sub will be merged with and into the Company with the Company being the Surviving Corporation and a wholly-owned subsidiary of Utz.

Following the closing of the Merger, the Common Stock will no longer be traded on NASDAQ or any other public market.

Please see the section of this Information Statement entitled “ The Merger—Certain Effects of the Merger ” beginning on page 43.

Effects on the Company if the Merger is not Completed

(page 44)

If the Merger is not completed for any reason, the Company’s stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, the Company will remain an independent public company and stockholders will continue to own their shares of Common Stock.

Under certain circumstances, if the Merger Agreement is terminated, a termination fee may be payable by the Company.

Please see the section of this Information Statement entitled “ The Merger Agreement—Payment of Termination Fee ” beginning on page 62.

Treatment of Stock Options

(page 45)

Each option to purchase Common Stock that remains outstanding immediately prior to the Effective Time will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest and less any applicable withholding taxes) equal to the number of shares of Common Stock subject to such option multiplied by the amount, if any, by which $12.00 exceeds the per share exercise price of such option.

Interests of the Company’s Directors and Executive Officers in the Merger

(page 44)

Certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. These interests include, among others:

The Special Committee and the Board were aware of the different or additional interests set forth herein and considered such interests along with other matters in approving the Merger Agreement and the Merger.

Please see the section of this Information Statement entitled “ The Merger—Interests of the Company’s Directors and Executive Officers in the Merger ” beginning on page 44.

Financing of the Merger

(page 44)

The Merger is not subject to a financing condition. Utz plans to use cash on hand and other available sources of financing to fund the Merger Consideration.

Please see the section of this Information Statement entitled “ The Merger—Financing of the Merger ” beginning on page 44.

Conditions to the Merger

(page 59)

The respective obligations of Utz, Merger Sub and the Company to effect the Merger are subject to the satisfaction or waiver, on or prior to the closing of the Merger, of each of the following mutual conditions:

The obligation of Utz and Merger Sub to effect the Merger is also subject to the satisfaction or waiver by Utz, on or prior to the closing of the Merger, of the following additional conditions:

The obligation of the Company to effect the Merger is subject to the satisfaction or waiver by the Company, on or prior to the closing of the Merger, of the following additional conditions:

Regulatory Approvals

(page 48)

The consummation of the Merger is subject to review under the HSR Act. As described above in the section entitled “ Conditions to the Merger, ” the obligations of the Company, Utz and Merger Sub to effect the Merger is subject to the expiration or termination of the waiting period (and any extension thereof) applicable to the Merger under the HSR Act. The HSR Act provides that certain transactions may not be completed until required information has been furnished to the Antitrust Division of the United States Department of Justice, which is referred to as the DOJ, and the Federal Trade Commission, which is referred to as the FTC, and until certain waiting periods have been terminated, have expired or approval has been obtained. Each of the Company and Utz filed a Pre-Merger Notification and Report Form under the HSR Act with the FTC and the DOJ in connection with the Merger on August 4, 2016. The waiting period with respect to the Merger under the HSR Act will expire at 11:59 p.m., Eastern time, on September 6, 2016, unless terminated earlier or extended.

Please see the section of this Information Statement entitled “ The Merger—Regulatory Approvals Required for the Merger ” beginning on page 48.

No Solicitation

(page 57)

In the Merger Agreement, the Company agreed to, and to cause its subsidiaries and their respective representatives to, immediately cease any discussions, negotiations, or communications with any party with respect to any Takeover Proposal (as such term is defined in the “ The Merger Agreement—Other Covenants and Agreements ” section beginning on page 57). Subject to the exception set forth below, the Company agreed that it and its subsidiaries would not, and would cause its and their representatives not to, directly or indirectly:

In addition, neither the Board nor any committee thereof may fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to Utz or Merger Sub, the Board’s recommendation of the Merger, or recommend a Takeover Proposal, fail to recommend against acceptance of any tender offer or exchange offer for shares of Common Stock within ten business days after the commencement of such offer, or make any public statement inconsistent with the Board’s recommendation of the Merger, or resolve or agree to take any of the foregoing actions (any of the foregoing, a “Company Adverse Recommendation Change”).

As an exception to the restrictions set forth above, the Merger Agreement provides that if a third party had delivered to the Company (and not withdrawn), during the period from the date of the Merger Agreement (July 18, 2016) until 5:00 p.m. Birmingham, Alabama time on the third calendar day following the date of the Merger Agreement (July 21, 2016, such period, the “Takeover Proposal Review Period”), a bona fide, unsolicited Takeover Proposal in writing that did not result from a breach of the restrictions described above that the Board concludes in good faith, after consultation with outside legal counsel and North Point Advisors, constitutes a Superior Proposal (as such term is defined in the “ The Merger Agreement—Other Covenants and Agreements ” section beginning on page 57) the Board may, subject to giving Utz notice and certain rights to renegotiate the Merger Agreement, (i) contact such third party in order to clarify the terms of such Takeover Proposal so that the Board (or any committee thereof) may inform itself about such Takeover Proposal, (ii) participate in negotiations or discussions with such third party, (iii) thereafter furnish to such third party nonpublic information relating to the Company or any of its subsidiaries pursuant to an executed confidentiality agreement, (iv) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, and/or (v) take any action that any court of competent jurisdiction orders the Company to take, but in each such case, only if the Board concludes in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Board to be in breach of its fiduciary duties under applicable law. As provided above, the Board may not consider or take any other action with respect to any Takeover Proposal delivered to the Company after the termination of the Takeover Proposal Review Period.

The non-solicitation restrictions also contained limited exceptions prior to the delivery of the stockholder consent. The stockholder consent has been delivered and the Takeover Proposal Review Period expired without the Board receiving any unsolicited Takeover Proposals. Accordingly, the exceptions to the restrictions described above that are provided in the Merger Agreement have terminated.

Please see the section of this Information Statement entitled “ The Merger Agreement—Other Covenants and Agreements ” beginning on page 57.

Termination

(page 60)

The Merger Agreement may be terminated at any time prior to the Effective Time in the following circumstances:

Please see the section of this Information Statement entitled “ The Merger Agreement—Termination ” beginning on page 60.

Termination Fee

The Merger Agreement provides that the Company will be required to pay to Utz a termination fee of 4% of the aggregate Merger Consideration (i) if the Merger Agreement is terminated by Utz pursuant to the first or third termination right of Utz set forth under “The Merger Agreement–Termination,” (ii) the Merger Agreement is terminated by the Company pursuant to the first termination right of the Company set forth under “The Merger Agreement – Termination” or (iii) provided the Requisite Company Vote was not obtained, the Merger Agreement is terminated (a) by Utz, due to certain breaches of the Company’s representations, warranties, covenants or agreements or (b) by either the Company or Utz, if the Merger is not consummated by the End Date and, in either such case, under certain circumstances a Takeover Proposal shall have been publicly made and within six months of such termination of the Merger Agreement the Company shall have consummated any Takeover Proposal or entered into a definitive agreement with respect to any Takeover Proposal. Please see the section of this Information Statement entitled “ The Merger Agreement—Payment of Termination Fee ” beginning on page 62.

Material U.S. Federal Income Tax Consequences

(page 48)

The receipt of cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, if you are a U.S. Holder (as defined below under “ The Merger—Material U.S. Federal Income Tax Consequences of the Merger ”), you generally will recognize gain or loss equal to the difference between the amount of cash you receive pursuant to the Merger and your adjusted tax basis in the shares of Common Stock converted into cash pursuant to the Merger. If you are a Non-U.S. Holder (as defined below under “ The Merger—Material U.S. Federal Income Tax Consequences of the Merger ”), the Merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless you have certain connections to the United States, but may be a taxable transaction to you under non-U.S. income tax laws, and you are encouraged to seek tax advice regarding such matters. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the particular tax effects to you.

Please see the section of this Information Statement entitled “ The Merger—Material U.S. Federal Income Tax Consequences of the Merger ” beginning on page 48 for a more complete discussion of the material U.S. federal income tax consequences of the Merger.

Additional Information

(page 70)

You can find more information about the Company in the periodic reports and other information we file with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549 and at the website maintained by the SEC at www.sec.gov .

Please see the section of this Information Statement entitled “ Where You Can Find Additional Information ” beginning on page 70.

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers address briefly some questions you may have regarding the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. You should read the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement.

The receipt of cash in exchange for shares of Common Stock pursuant to the Merger generally will be a taxable transaction for U.S. federal income tax purposes. Please see the discussion in the section entitled “ The Merger – Material U.S. Federal Income Tax Consequences of the Merger ,” beginning on page 48, for a more detailed description of the U.S. federal income tax consequences of the Merger. You should consult your own tax advisor for a full understanding of how the Merger will affect your U.S. federal, state, local and foreign taxes.

For a discussion of the factors that the Board considered in determining to approve the Merger Agreement, please see the section of this Information Statement entitled “ The Merger—Reasons for the Merger; Recommendation of the Special Committee and the Board. ” In addition, in determining to approve the Merger Agreement, the Special Committee and the Board were aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s stockholders generally. Please see the section of this Information Statement entitled “ The Merger—Interests of the Company’s Directors and Executive Officers in the Merger. ”

Under certain circumstances, if the Merger Agreement is terminated, a termination fee may be payable by the Company. Please see the section of this Information Statement entitled “ The Merger Agreement—Payment of Termination Fee. ”

If you received a householded mailing and you would like to have additional copies of this Information Statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Company by phone at (205) 323-6161 or by mail to Golden Enterprises, Inc., One Golden Flake Drive, Birmingham, AL 35205. We will promptly send additional copies of this Information Statement upon receipt of such request.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any statements in this Information Statement regarding the proposed Merger, the expected timetable for completing the proposed Merger, future financial and operating results, future capital structure and liquidity, benefits and synergies of the proposed Merger, future opportunities for the combined company, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the Board or management of the Company constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets,” and their variants and other similar expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the proposed Merger in the time frame expected by the parties or at all; the ability to obtain the required regulatory approvals without conditions, and the satisfaction of the other conditions to the consummation of the proposed Merger; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with current and prospective employees, suppliers, distributors, customers and competitors; the ability of third parties to fulfill their obligations relating to the proposed transaction; and the other factors and financial, operational and legal risks or uncertainties described in the Company’s public filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended June 3, 2016, as amended by Form 10-K/A on August 18, 2016, and subsequent reports on Forms 10-Q and 8-K filed with the SEC, all of which are or may in the future be incorporated by reference into this Information Statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.

THE PARTIES

Golden Enterprises, Inc.

Golden Enterprises, Inc. is a Delaware holding company, which owns all of the outstanding capital stock of Golden Flake Snack Foods, Inc. (“Golden Flake”). Golden Flake has been a premiere producer, marketer, and distributor of snack products in the Southeastern United States since 1923. Golden Flake manufactures and distributes a full line of high quality salted snack items, such as potato chips, tortilla chips, corn chips, fried pork skins, baked and fried cheese curls, onion rings, and puff corn. Golden Flake also sells canned dips, pretzels, peanut butter crackers, cheese crackers, dried meat products, and nuts packaged by other manufacturers using the Golden Flake label. The Company’s Common Stock is listed on NASDAQ under the symbol “GLDC.” Golden Enterprises’ principal executive office is located at One Golden Flake Drive, Birmingham, Alabama, and its telephone number is (205) 323-6161.

Utz Quality Foods, Inc.

Utz is a privately held and family managed snack food company, founded in 1921 by William and Salie Utz. They began making potato chips out of their home in Hanover, Pennsylvania, in much the same way Frank Mosher, Mose Lischkoff and Helen Freidman began Golden Flake in 1923. During their tenure, Utz grew from a small local operation to the multi-state corporation it is today. Currently, Utz manufactures and markets a full line of snack products, including potato chips, pretzels, cheese snacks, tortillas, veggie snacks, popcorn and more throughout the United States and internationally.  Utz has six manufacturing facilities in Pennsylvania with additional facilities in Colorado, Louisiana and Massachusetts. Utz’s principal executive office is located at 900 High Street, Hanover, Pennsylvania 17331, and its telephone number is (717) 637-6644.

Westminster Sub, Inc.

Merger Sub was formed on July 13, 2016, solely for the purpose of engaging in the Merger. Merger Sub has not engaged in any business other than in connection with the Merger, and upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive office is located at 900 High Street, Hanover, Pennsylvania 17331, and its telephone number is (717) 637-6644.

THE MERGER

Overview

Under the terms of the Merger Agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Utz. The Board approved the Merger Agreement and recommended that the Company’s stockholders vote to adopt the Merger Agreement.

Upon the consummation of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any subsidiary of the Company, Utz, Merger Sub or any other subsidiary of Utz or shares with respect to which appraisal rights have been properly exercised in accordance with the DGCL) will be converted into the right to receive $12.00 in cash, without interest and less any applicable withholding taxes.

Background of the Merger

The Company’s board of directors (the “Board”) and management team continually review the Company’s long-term strategic plan, with the goal of maximizing stockholder value. As a component of such review, the Board and management periodically evaluate potential alternatives to the Company’s current plan, including strategic transactions involving third parties.

From time to time, Mark McCutcheon, Chairman of the Board, Chief Executive Officer, and President of the Company, engaged in informal discussions with representatives of Utz, Company A, Company B and other companies about a strategic transaction with the Company, including a possible acquisition of the Company at the appropriate time.

On September 23, 2014, Mr. McCutcheon met with Dylan Lissette, President and Chief Executive Officer of Utz, while attending an Executive Leadership Forum hosted by the Snack Food Association in Cape Cod, Massachusetts. During their meeting, Mr. McCutcheon and Mr. Lissette discussed possible business opportunities between Utz and the Company. In addition, Mr. Lissette expressed interest in further exploring a potential acquisition of the Company by Utz.

On January 8, 2015, Mr. Lissette sent an email to Mr. McCutcheon to set a time for them to speak. On February 3, 2015, Mr. Lissette called Mr. McCutcheon to request a meeting for the purpose of discussing a possible acquisition of the Company by Utz. On March 16, 2015, Mr. Lissette and Mr. McCutcheon confirmed a meeting in Birmingham, Alabama on March 27.

On March 27, 2015, Mr. Lissette and John Lindeman, senior advisor at Sageworth, a family office engaged by Utz (“Sageworth”), met with representatives from the Company, including Mr. McCutcheon; Patty Townsend, Chief Financial Officer, Vice President and Secretary of the Company; John P. McKleroy, Jr., the Company’s outside general counsel and a member of the Board; and John S. Stein, III, a member of the Board, at the law offices of Mr. McKleroy’s firm Spain & Gillon, LLC. The representatives of Utz made a presentation to explain why they believed it was a good time for the Company to consider a sale and why Utz was the best candidate to acquire the Company. No specific offer was made and no agreements were entered into at this meeting.

Between April and June 2015, Mr. McCutcheon had several telephone conversations with Mr. Lissette and one telephone conversation with the CEO of Company A about a possible acquisition of the Company.

On June 22, 2015, Mr. Lissette sent a letter on behalf of Utz to Joann F. Bashinsky, a member of the Board and Chairman and Chief Executive Officer of SYB, Inc., the Company’s largest stockholder, in care of Mr. McKleroy. In the letter, Mr. Lissette proposed a transaction in which Utz or an affiliate would acquire all of the Common Stock owned by SYB, Inc., the Marital Testamentary Trust under the Last Will and Testament of Sloan Y. Bashinsky, Sr., deceased, probated on August 12, 2005 (the “Marital Trust”), Mrs. Bashinsky (collectively, the “Principal Stockholders”), and the Bashinsky Foundation, Inc. (together with the Principal Stockholders, the “Bashinsky Group”), at a per share price of $5.35, subject to customary due diligence review and document preparation. On June 22, 2015, the closing trading price of the Common Stock on NASDAQ was $4.20 per share.

On July 15, 2015, Mr. McKleroy responded on behalf of the Bashinsky Group to notify Mr. Lissette that the Bashinsky Group was not interested in pursuing discussions concerning the sale of their Common Stock to Utz pursuant to the terms proposed in his June 22 letter. Mr. McKleroy also advised Mr. Lissette that any future discussions about Utz’s acquisition of Common Stock should be handled through Mr. McCutcheon, and should involve an acquisition of Common Stock from all of the stockholders, not just the Bashinsky Group.

On August 27, 2015, Mr. Lissette called Mr. McCutcheon and proposed another meeting in Birmingham to discuss a possible acquisition of the Company by Utz.

On September 2, 2015, representatives of Utz met with representatives of the Company at the offices of Spain & Gillon, in Birmingham, Alabama. Attending the meeting on behalf of Utz, were Mr. Lissette; Tim Brown, Chief Executive Officer of Sageworth; Larry Laubach, an attorney from Cozen O’Connor, legal counsel to Utz; and Dan Hebert, an investment banker with Sandler O’Neill & Partners (“Sandler O’Neill”), Utz’s financial advisor. Representing the Company were Mr. McCutcheon, Ms. Townsend, Mr. Stein, III, Mr. McKleroy, and Paul Leonard, an attorney from Spain & Gillon. At the meeting, Utz made an informal proposal to purchase the entire Company through a stock purchase or merger at a price of $6.35 per share, subject to customary due diligence review and document preparation. No agreements were entered into and no letter of intent was delivered at this time. On September 2, 2015, the closing trading price for the Common Stock on NASDAQ was $3.97 per share.

At the Board’s regularly scheduled quarterly meeting on September 17, 2015, Mr. McCutcheon, Mr. McKleroy and Mr. Stein, III, advised the Board that the CEO and other representatives of Utz expressed that Utz had an interest in acquiring the Company and had met with representatives of the Company on September 2, during which meeting Utz’s representatives made a nonbinding preliminary proposal, on behalf of Utz, to acquire the Company for $6.35 per share. No action was taken at this Board meeting.

Between October 2015 and April 2016, Mr. Stein, III had five brief telephone calls with Mr. Hebert in which Mr. Hebert confirmed Utz’s interest in the Company and inquired about the status of any process being conducted by the Company. Throughout the fall of 2015, Mr. McCutcheon continued to receive telephone calls from Mr. Lissette to discuss a possible acquisition of the Company. On September 17, 2015, legal counsel for Utz and legal counsel for the Company discussed, among other things, the structure of the Company and its ownership (including Common Stock held or controlled by certain trusts). On October 12, 2015, various discussions were held between advisors for Utz and Mr. Stein, III with respect to Utz’s interest in acquiring the Company. On October 22, 2015, Mr. McCutcheon and Mr. Lissette had a telephone conversation regarding whether the Board would be willing to discuss any type of sale or merger transaction involving Utz in the future.

In late October 2015, Mr. McCutcheon, Mr. McKleroy, and Mr. Stein, III determined that it would be appropriate to schedule a meeting with Mrs. Bashinsky, as the largest individual stockholder of the Company and the Chairman and Chief Executive Officer of SYB, Inc., the Company’s largest stockholder, to determine if Mrs. Bashinsky and SYB, Inc. would be interested in exploring a possible sale of their Common Stock or some other transaction involving the sale of the Company. Mr. McKleroy, Mr. Stein, III and John Stein, Jr. (Mr. Stein, III’s father), the President and a board member of SYB, Inc. and co-trustee of the Marital Trust, met with Mrs. Bashinsky on November 3, 2015 to have these discussions. Mrs. Bashinsky indicated that she believed that it might be a good time to explore a possible sale of the Company. Mr. McKleroy and Mr. Stein, III reported to Mr. McCutcheon about the outcome of the meeting with Mrs. Bashinsky and further recommended that Mr. McCutcheon call a special meeting of the Board in order to discuss the situation and propose the formation of a special committee of the Board to assist it in exploring the Company’s strategic alternatives.

At a special meeting held on November 17, 2015, the Board, with all members present, discussed that certain third parties may be interested in acquiring the Company, and the Bashinsky Group had been contacted directly about a possible sale of their Common Stock. In light of this situation, the Board approved the formation of a special committee to evaluate and respond to any third party interested in a strategic business relationship with, or an acquisition of the Company (“Possible Transaction”), and to explore and report on any alternatives reasonably available to the Company, including continuation of the Company’s current business plan. Having determined that certain directors may have an actual or perceived conflicts of interest in connection with the evaluation of a Possible Transaction or alternative due to such director’s employment by the Company, connections to one or more members of the Bashinsky Group, or membership on the voting committee created under the Last Will and Testament of Sloan Y. Bashinsky, Sr. and the SYB, Inc. Common Stock Trust (the “Voting Committee”), which together directed the vote of more than 50% of the outstanding Common Stock, the Board determined that it would be in the best interest of all of the stockholders of the Company to form a special committee comprised of knowledgeable, independent and disinterested directors for the purpose of evaluating a Possible Transaction and any alternatives.

At its meeting on November 17, 2015, the Board approved the formation of a special committee (the “Special Committee”) comprised of Edward R. Pascoe, John S.P. Samford, William B. Morton, Jr. and Mr. Stein, III, none of whom was employed by the Company or any of its affiliates and none of whom had any personal interest in a Possible Transaction that would not be shared by all stockholders of the Company generally. The Board directed the Special Committee to carefully and knowledgeably evaluate a Possible Transaction and any alternatives reasonably available to the Company, as determined in its sole discretion, with the objective of achieving the best outcome reasonably available to the Company and its stockholders generally. In connection with that mandate, the Board imbued the Special Committee with substantial authority and independence, including the authority to establish, approve, modify, monitor and direct the process and procedures related to its review and evaluation of a Possible Transaction and exploration of alternatives, including the authority to determine not to pursue any transaction. Further, the Board granted the Special Committee the sole authority to respond to inquiries or proposals regarding a Possible Transaction and to solicit, review, evaluate, investigate, pursue and negotiate the terms and conditions of a Possible Transaction or any alternative, as determined in its sole discretion. The Board further determined that it would not approve a Possible Transaction or alternative without the prior favorable recommendation of the Special Committee. In connection with fulfilling its mandate, the Special Committee was authorized and empowered to retain, at the Company’s expense, such legal counsel and financial advisors as the Special Committee deemed appropriate.

On November 20, 2015, the Special Committee held its first meeting via a conference call in which all four members participated. During this meeting, the members of the Special Committee confirmed their understanding of the Board’s mandate and the powers granted to the Special Committee. In addition, the Special Committee elected Mr. Stein, III as the Special Committee’s chairman. The Special Committee also discussed the selection of an independent legal advisor to represent the Special Committee. Mr. Stein, III proposed W. Todd Carlisle, an attorney with the Birmingham, Alabama based law firm Sirote & Permutt, P.C. (“Sirote”), to serve as legal counsel to the Special Committee, and he provided the Special Committee members with information about Mr. Carlisle and Sirote to review prior to the Special Committee’s next meeting.

The Special Committee met in person on December 1, 2015, at the offices of Robins & Morton, located in Birmingham, Alabama. All of the Special Committee members were present. Mr. Carlisle and David W. Drum, attorneys from Sirote, were also in attendance. At this meeting, the Special Committee unanimously approved engaging Mr. Carlisle and Sirote as its legal counsel. Mr. Carlisle and Mr. Drum discussed the Board’s mandate and the duties of the members of the Special Committee in fulfilling such mandate.

The Special Committee then discussed the engagement of an independent financial advisor. The members agreed that it would be in the best interests of the stockholders of the Company for the Special Committee to retain an independent financial advisor to assist the Special Committee. The Special Committee members discussed the characteristics and qualities they judged to be most important in achieving the best results for the stockholders of the Company, and the relative merits and independence of several prospective financial advisors that fit those characteristics. The Special Committee discussed the benefits and drawbacks of interviewing several financial advisors as opposed to focusing on one or two. The Special Committee agreed that it would be best to focus on a couple of well-qualified and independent financial advisors: North Point Advisors and one other advisor.

At the Board’s regularly scheduled quarterly meeting held at the Company’s offices on January 7, 2016, Mr. Stein, III provided an update on the activities of the Special Committee since its formation in November. Mr. Stein, III reported that the Special Committee engaged Mr. Carlisle, an attorney with Sirote, to represent the Special Committee, and that the Special Committee had scheduled a meeting for January 20, 2016, to interview a prospective financial advisor. Mr. Stein, III stated that the Special Committee would keep the Board apprised of future developments and would provide an additional report at the next scheduled meeting of the Board.

On January 11, 2016, Mr. McCutcheon and Ms. Townsend met with the CEO and other representatives of Company A in Atlanta, Georgia. During this meeting, the representatives of Company A expressed an interest in acquiring the Company. No specific offer was made and no agreements were entered into at this meeting.

At its meeting on January 20, 2016, held at the offices of Robins & Morton in Birmingham, Alabama, with all of its members present, the Special Committee interviewed representatives of North Point Advisors, LLC, a San Francisco, California based investment bank (“North Point Advisors”), in connection with the Special Committee’s consideration of engaging its services in evaluating a Possible Transaction and other alternatives reasonably available to the Company. Prior to inviting the representatives from North Point Advisors to join the meeting, Mr. Carlisle and Mr. Drum, attorneys from Sirote, briefly discussed the duties of the Special Committee and the importance of engaging a well-qualified, independent financial advisor. Thereafter, the representatives from North Point Advisors, David Jacquin, Matt Kelly, Nathan Kafer, and Mike Huttner, gave a presentation to the Special Committee, which covered the following topics: (i) background and experience of North Point Advisors and the North Point Advisors team; (ii) review of the Company’s brand, products and financial results; (iii) valuation of the Company under various methodologies; (iv) process recommendation designed to enhance the results achievable for the Company’s stockholders; and (v) potential buyers identified by North Point Advisors.

Following North Point Advisor’s formal presentation, the members of the Special Committee questioned the representatives of North Point Advisors about their and the firm’s relationships with prospective buyers identified by North Point Advisors and other business dealings. In addition, the members of the Special Committee asked for Mr. Jacquin’s and Mr. Kelly’s initial thoughts regarding (i) a course of action that would most likely lead to the best result and valuation for the stockholders of the Company, and (ii) the value achievable for stockholders if the Company remained independent and continued executing its own business plan. The representatives of North Point Advisors expressed their opinion that the Company would have to substantially increase its revenues and profitability in order to achieve a valuation that could likely be obtained in connection with a sale of the Company.

The Special Committee held a meeting by telephone on February 22, 2016. All of the members participated as well as Mr. Carlisle and Mr. Drum from Sirote. Mr. Jacquin and Mr. Kelly from North Point Advisors participated for part of the meeting. The purpose of this meeting was to discuss the potential engagement of North Point Advisors as the independent financial advisor to the Special Committee. After further discussion about North Point Advisors, the Special Committee unanimously approved the engagement of North Point Advisors as the Special Committee’s financial advisor. At this meeting, Mr. Stein, III noted that Utz continued to show interest in a potential acquisition of the Company. He confirmed that in light of the formation of the Special Committee and the process that the Special Committee was undertaking, the Company was not responding in any concrete manner to the interest being expressed by Utz. Also at this meeting members of the Special Committee inquired of Mr. Jacquin and Mr. Kelly about their recommendation of the process that would most likely achieve the best result and valuation for the stockholders of the Company. Mr. Jacquin and Mr. Kelly discussed and recommended an auction process, and explained how North Point Advisors would assist the Special Committee in running the auction.

At its telephonic meeting on March 4, 2016, with all members participating, the Special Committee continued the discussion of the process that would most likely achieve the best result and valuation for the stockholders. Also present at this meeting were Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin and Nathan Kafer from North Point Advisors. The primary purpose of this meeting was to discuss the materials prepared by North Point Advisors, which presented the strategic options available to the Company. Mr. Jacquin expressed the opinion that most bankers would likely conclude that the Company was undervalued based on the current price of its publicly traded stock, which was $4.64 on March 4, 2016. Mr. Jacquin then explained that because the Company was undervalued, the best option to maximize stockholder value would likely be the sale of the Company to another company in the Company’s industry, a so-called “strategic” buyer. All members of the Special Committee were given the opportunity to ask questions about North Point Advisor’s analysis. The Special Committee then discussed the strategic options reasonably available to the Company to achieve the highest value for the stockholders.

Mr. Stein, III asked the representatives from North Point Advisors to describe for the Special Committee the process by which, in light of its mandate from the Board, the Special Committee could likely achieve the highest possible valuation for the Company’s stockholders. Mr. Jacquin responded that North Point Advisors strongly believed that a sale of the Company in a two-step auction process, as described more fully below, would likely lead to the highest valuation. This process would involve marketing the Company to a select set of parties in the Company’s industry (strategic buyers) and private equity firms (financial buyers). The representatives from North Point Advisors explained that the Company’s stock continued to trade in a relatively flat range and was not likely to increase substantially in the foreseeable future based on the current and expected growth rate of the Company’s revenues. North Point Advisors explained its belief that because of this, the sale of the Company in a two-step auction process would likely maximize the value of the Company to the stockholders.

North Point Advisors provided an overview and projected timeline of a potential sale of the Company in a two-step auction process. North Point Advisors explained to the Special Committee that it would work with the Special Committee to identify and prepare a list of parties that may be interested in the Company. Then, in step-one of the process, a confidential information memorandum (“CIM”) containing information about the Company would be sent to each of these prospects and a form of confidentiality agreement would be prepared to be executed by prospective parties before they would be provided with a copy of the CIM. After giving these parties several weeks to review the CIM, North Point Advisors would request those interested parties to submit a non-binding indication of interest. By submitting an acceptable non-binding indication of interest, an interested party would be invited to participate in step two of the process, during which the party would engage in a more detailed due diligence investigation of the Company that would include, among other things, a meeting with the Company’s management team and access to an electronic data room. Furthermore, as the final part of step-two of the process, North Point Advisors would recommend that the Special Committee request and encourage the prospective parties that were invited into the second round to submit a final bid, which would include a fully-marked definitive agreement containing the terms under which such party proposed to acquire the Company. The Special Committee would then discuss the final bids and proposed terms with North Point Advisors and Sirote, in determining its recommendation to the Board. Mr. Jacquin recommended that the Special Committee schedule another meeting during the second half of the week of March 21, 2016.

After this meeting, Mr. Stein, III contacted Mr. McCutcheon to notify him of the status of discussions and the process. Mr. Carlisle also stated that he would be in touch with Mr. McKleroy, the Company’s general counsel, to assist in starting the process of gathering the information necessary to prepare the CIM.

The Special Committee met again on March 23, 2016, by telephone, in which all members participated. Also participating were Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. This meeting had two primary purposes: (i) to discuss the initial draft of the CIM; and (ii) to discuss the preparation of the list of prospective parties that should be contacted with respect to interest in an acquisition of the Company. The Special Committee discussed with North Point Advisors and Sirote the prospective buyers that should be contacted in order for the Special Committee to discharge its mandate, including obtaining the best value reasonably available for the Company’s stockholders, while also maintaining confidentiality. North Point Advisors led the discussion about prospective buyers by noting that there were companies who had already expressed an interest in acquiring the Company, including Utz, Company A and Company B, and that there were other companies in the Company’s industry and related industries, which should be considered. North Point Advisors indicated that it would begin to develop a list of prospective buyers and encouraged the Special Committee and Sirote to do the same. North Point Advisors stated that it would contact Mr. McCutcheon to assist in developing the list of prospective buyers, and that North Point Advisors would also review private equity financial buyers which might be candidates as prospective buyers.

The Special Committee met on April 6, 2016, at the offices of Robins & Morton, in Birmingham. All members of the Special Committee were present as were Mr. McCutcheon, the Company’s CEO, and Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. The purposes of this meeting were to review an updated draft of the CIM and to identify and select a list of potential buyers. Mr. Jacquin provided the Special Committee with an update on the status of the CIM and the process timeline. In addition, Sirote noted that a form confidentiality agreement would be prepared to be executed by prospective parties before they would be provided with a copy of the CIM. North Point Advisors provided a list of prospective buyers, included strategic buyers in the Company’s industry or related industries and private equity financial buyers that were either experienced in purchasing a public company or specialized in investing in snack food businesses.

North Point Advisors provided a detailed analysis of each of the prospective strategic and financial buyers, including a review of its history of acquisitions, its balance sheet and its capacity to complete a transaction, the likelihood that it would be interested in pursuing a transaction with the Company and potential antitrust concerns related to the acquisition of the Company. The Special Committee invited Mr. McCutcheon to provide his input on the list of prospective buyers and any insight that he had into each of the prospective buyers. Members of the Special Committee provided similar feedback and insight based upon their knowledge of the industry and general familiarity with several of the prospective buyers. Mr. McCutcheon identified several companies in the industry that he believed might be interested in an acquisition of the Company, including several which had already contacted him in the past, including Utz, Company A and Company B. The Special Committee discussed the attributes of each of the prospective buyers, asking questions of both Mr. McCutcheon and the representatives of North Point Advisors. Following these discussions, the Special Committee identified 19 potential buyers to be involved in the first step in the auction process, which included Utz, Company A and Company B. Of these 19 potential buyers, 14 were strategic buyers and five were private equity financial buyers. The Special Committee believed that the 19 prospective buyers included prospective strategic and financial buyers that would likely be highly interested in acquiring the Company and were not so large as to jeopardize the confidentiality of the process.

At the regularly scheduled quarterly Board meeting held at the Company’s offices on April 7, 2016, Mr. Stein, III updated the Board on the activities of the Special Committee since the January Board meeting. Mr. Stein, III reported that since the Special Committee was appointed, it had held several in person and telephonic meetings. During these meetings, the Special Committee had engaged Sirote as independent legal advisor and North Point Advisors as independent financial advisor, had authorized North Point Advisors to prepare the CIM, and had identified 19 potential strategic and financial buyers that had either previously expressed interest in acquiring the Company or otherwise possessed attributes that the Special Committee believed, based upon the advice of North Point Advisors, were reasonably likely to lead to an opportunity to maximize stockholder value. He then described to the Board the process expected to unfold over the next two months. John Samford, a member of the Special Committee, emphasized to the Board that no decision had been made by the Special Committee as of that time regarding any particular opportunity.

On April 18, 2016, the Special Committee held a telephonic meeting at which all committee members participated. Also participating at the meeting were Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. At this meeting, the Special Committee approved the final draft of the CIM and the form of confidentiality agreement and confirmed the process to contact the 19 potential buyers. Mr. Jacquin expressed his opinion that the climate of the financial markets was favorable to commence the auction process. North Point Advisors recommended to the Special Committee that it move forward, as discussed in the prior meeting. The Special Committee authorized Mr. McCutcheon and North Point Advisors to begin the process.

During the weeks of April 18 and April 24, each of the 19 potential buyers was contacted by North Point Advisors to inform them that the Company was evaluating its alternatives, which might include considering a Possible Transaction. North Point Advisors then determined if they had interest in entering into a confidentiality agreement and exploring a Possible Transaction with the Company through an auction process to be conducted by the Special Committee, with the assistance of North Point Advisors.

The Special Committee met by telephone on May 4, 2016, to receive an update from North Point Advisors on the process. All of the members participated, as did Mr. Carlisle and Mr. Drum from Sirote, and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. Mr. Jacquin provided the update on the process and timing. He noted that of the 19 companies that had been contacted, eleven had either signed, or indicated a willingness to sign, the confidentiality agreement and requested the CIM. Mr. Jacquin and Mr. Kelly provided specific details about the parties continuing in the process and their perspective on those that were most likely to be the best candidates for a transaction that would achieve maximum stockholder value. Mr. Kelly noted that all of the potential strategic buyers had shown some level of interest, particularly Utz, Company A and Company B, though the CEO of Company B indicated his dissatisfaction with the timing of the process as it was not an opportune time for Company B to acquire the Company due to its own internal distractions. Mr. Kelly also noted that Company C, a private equity financial buyer, had shown interest.

Mr. Jacquin then explained that the next step in the process would be to send bid request letters to the parties who had received a copy of the CIM that would invite them to provide an initial, non-binding, indication of interest in acquiring the Company. Mr. Jacquin indicated that North Point Advisors would have a bid request letter prepared for the Special Committee’s review during the week of May 16, which would be sent to prospective parties later that week, once approved by the Special Committee. Mr. Jacquin recommended giving parties seven to ten days from receipt of the bid request letter to submit their initial indication of interest, so that the initial indications of interest would be received by the end of May.

On May 16, 2016, Mr. Stein, III, Mr. McCutcheon, Mr. McKleroy, and Mr. Kafer from North Point Advisors, met with Mr. Lissette and Mr. Brown from Utz and Mr. Hebert from Sandler O’Neill at the offices of Mr. McKleroy in Birmingham, Alabama. This meeting had been scheduled before the engagement of North Point Advisors and the Special Committee’s commencement of the auction process. As such, little substantive discussion took place at the meeting, but Mr. Lissette confirmed Utz’s strong interest in acquiring the Company and discussed certain items in which Utz had an interest in exploring further during the next stage of the auction process.

The Special Committee met again by telephone on May 18, 2016, to receive an update from North Point Advisors on the status of the process. All members of the Special Committee participated as did Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. Mr. Jacquin informed the Special Committee that North Point Advisors was making good progress and expressed optimism in the initial level of interest expressed by the parties that had received the CIM. He stated that North Point Advisors had been in contact with each of the 19 prospective buyers approved by the Special Committee at its April 6 meeting. Mr. Jacquin noted that eleven of the 19 were now in possession of the CIM, which included six strategic buyers (including Utz, Company A and Company B) and five financial buyers, including Company C. North Point Advisors provided a copy of the draft bid request letter to the Special Committee to review. The form of bid request letter was approved by the Special Committee.

Mr. Stein, III reported on the May 16 meeting that he, Mr. McCutcheon, Ms. Townsend, Mr. McKleroy and Mr. Kafer had with representatives of Utz. Mr. Stein, III stated that little of substance was discussed over the lunch meeting, but Mr. Lissette confirmed Utz’s interest in the Company, and Mr. Stein, III indicated that he had encouraged Utz to continue to participate in the formal auction process. Mr. Jacquin noted that Utz’s communications and actions at this stage in the process likely signaled that Utz would submit a bid for the Company.

Mr. Jacquin and Mr. Kafer discussed that while Company B continued to exhibit a strong interest in the Company, Company B’s CEO continued to indicate that the timing of the process was not convenient for Company B and, therefore, Company B’s CEO had requested that the Special Committee delay the process. The representatives from North Point Advisors informed the Special Committee that Company B hinted that it might consider trying to use its existing business relationship with the Company in an attempt to persuade the Special Committee and the Company to slow or delay the auction process. North Point Advisors reminded the Special Committee that the process was now well under way with 19 prospective buyers having been contacted, with eleven of them, including Company B, having received the CIM, and that preliminary bids were expected the following week. North Point Advisors advised the Special Committee that, under the circumstances, it would not be in the best interest of the Company or its stockholders to slow or delay the process to accommodate Company B. Following deliberation, all members of the Special Committee agreed that the process should continue and that Company B should be encouraged to participate. The Special Committee authorized North Point Advisors to send a bid request letter to each qualifying party who expressed an interest in the Company.

On May 25, 2016, representatives from Company C, a private equity financial buyer, toured the Company’s facility in Birmingham, Alabama and met with Mr. McCutcheon, Paul R. Bates and David A. Jones, who are all members of the Board, Jim Ward, a member of the Company’s management team, and Mr. Kafer from North Point Advisors, to discuss the Company’s business, financial performance and prospects for the future.

On Friday, May 27, 2016, North Point Advisors received written bids from three strategic buyers, Utz, Company A and Company B, and one verbal bid from a financial buyer, Company C. During its telephonic meeting held on June 1, 2016, in which Mr. Stein, III, Mr. Pascoe and Mr. Morton participated, North Point Advisors updated the Special Committee on the bid process. Also participating in this meeting were Mr. Carlisle, Mr. Drum and Ryan Moore from Sirote, and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. Mr. Jacquin provided an overview of the bid summary materials to the Special Committee. Mr. Jacquin informed the Special Committee that Utz, Company A and Company B submitted written bids and that Company C provided a verbal bid that was essentially in line with the current trading price for the Common Stock, and which Company C acknowledged would not likely be competitive. Mr. Jacquin indicated that Utz and Company A seemed very serious about moving forward in the process and that each of their bids reflected a valuation of the Company well above both the market trading price of the Common Stock on June 1 ($5.59 per share) as well as being above the valuation reflected in Company B’s written bid and Company C’s oral bid. Mr. Jacquin reported that representatives of Company B continued to express dissatisfaction with the timing of the auction process and that Company A expressed a desire to deal with the Company on an exclusive basis. He said that Company A also communicated an interest in moving to complete due diligence and to submit a final bid, along with a markup of the merger agreement, as quickly as possible. Mr. Jacquin stated that terminating the process at this stage by granting exclusivity to one party would not be in the best interest of the Company or the stockholders. In an effort to alleviate Company A’s concerns with participating in a formal auction process, Mr. Jacquin and Mr. Kelly recommended communicating with the parties via telephone on an individual basis, as opposed to using formal letters, in order to encourage them to submit updated bids and a marked draft of a definitive merger agreement. Mr. Jacquin recommended that the Special Committee invite Utz, Company A and Company B to participate in the second phase of the process and not grant exclusivity to any one party. It was also recommended that Company C not be admitted into the second step of the process.

Mr. Jacquin explained that it was time to commence the second phase of the process by opening the data room to the three parties still involved in the process so that they could conduct a more detailed due diligence review of the Company prior to submitting a final bid. Each party would be required to submit a markup of a definitive agreement along with its final bid letter. The next phase would involve finalizing the bid price and negotiating the definitive agreement.

On June 8, 2016, the Special Committee held a telephonic meeting at which all Special Committee members participated as well as Mr. Drum and Mr. Moore from Sirote. Mr. Stein, III updated the Special Committee on the status of the process, the bids and recent communications with the parties. He informed the Special Committee that Company A had agreed to remain in the process and not demand exclusivity. He also reported that representatives from North Point Advisors informed him that Company A continued to indicate that it planned to use speed as an advantage by completing its due diligence review quickly and submitting a final bid (with a marked definitive agreement) as soon as possible. As such, Company A requested that its meeting with the Company’s management be scheduled for June 10, earlier than planned by the North Point Advisors process timeline. North Point Advisors, however, agreed to an earlier meeting in order to accommodate Company A’s desire to move quickly. Mr. Stein, III informed the Special Committee that Utz was also fully-engaged in the process and continued to express strong interest in the Company. He confirmed that representatives from Utz were scheduled to meet with the Company’s management team on June 16. Utz and its representatives did meet with the Company’s management as scheduled on June 16.

Mr. Stein, III also informed the Special Committee that Company B continued to express dissatisfaction with the timing of the auction process, and reported that Company B’s CEO contacted him, as well as Mr. McCutcheon and representatives of North Point Advisors, to inform them that he believed it was a mistake to move forward with the process without Company B being fully-engaged because he believed that Company B would be the best buyer for the Company. Mr. Stein, III informed the Special Committee that in a subsequent call, representatives of Company B informed Mr. McCutcheon that Company B had decided to pull a significant piece of its business with the Company effective July 1, 2016. Mr. Stein, III further reported that Company B had increased the low end of its bid range by approximately 3.8% and the high-end of its bid range by approximately 8.8%, but that this increased bid remained below the bids from Utz and Company A.

Mr. Stein, III advised the Special Committee that North Point Advisors informed Utz and Company A of Company B’s decision to pull a portion of its business from the Company and requested that Utz and Company A indicate whether this development would have an impact on their valuation of the Company or their desire to proceed. Mr. Stein, III informed the Special Committee that while the precise financial impact of this development remained unclear, North Point Advisors had reported to him that neither Utz nor Company A appeared overly concerned but that each would need to analyze the impact further.

In mid-June, Mr. Kelly of North Point Advisors had conversations with Utz’s and Company A’s investment bankers to inquire about the status of the due diligence review of the Company and the level of interest in making a revised bid. Utz and Company A confirmed their strong interest in submitting a final bid and indicated that they would need approximately two to three more weeks to complete all of their due diligence and be in a position to submit a final bid along with a markup of the definitive merger agreement. On June 15, a representative from Company B confirmed to representatives of North Point Advisors that Company B would no longer participate in the auction process.

On June 17, 2016, North Point Advisors delivered to Utz and Company A updated financial estimates for the Company showing the impact of the business pulled by Company B.

The Special Committee met by telephone on June 28, 2016 to review the process update materials, which had previously been circulated to the Special Committee by North Point Advisors. Participating in this meeting were Special Committee members Mr. Stein, III, Mr. Pascoe, and Mr. Samford as well as Mr. Carlisle, Mr. Drum and Mr. Moore from Sirote and Mr. Kelly, Mr. Kafer and Mr. Huttner from North Point Advisors. Mr. Kelly informed the Special Committee that Company B had decided to exit the auction process, but that both Utz and Company A were on pace with their due diligence review and continued to indicate their desire to move forward as quickly as possible. Mr. Kelly noted that the Board had its regular quarterly meeting scheduled for July 14 and suggested that it would be desirable to have received the final bids prior to that date to give the Special Committee, North Point Advisors and Sirote time to review and consider carefully any bids and definitive agreements submitted. Mr. Kelly stated that based upon conversations with Utz and Company A with respect to the status of their due diligence review process, he recommended that North Point Advisors signal to Utz and Company A that they should target to provide the Special Committee with a final bid and a marked copy of the draft definitive agreement in time for them to be reviewed and evaluated before the July 14 Board meeting, preferably on or about Friday, July 8. The Special Committee agreed with this schedule and authorized North Point Advisors to communicate such to Utz and to Company A. The Special Committee then scheduled a meeting for Tuesday, July 12 at Sirote’s offices in Birmingham, Alabama, in order to discuss the final bids received from the parties before the next full Board meeting scheduled for July 14, which North Point Advisors also communicated to Utz and Company A via telephone.

On Thursday, June 30, 2016, North Point Advisors learned that the Company’s EBITDA for its fiscal year ended June 3, 2016, was approximately 13.2% less than forecasted in the CIM and management presentations to Utz and Company A. North Point Advisors notified Utz’s and Company A’s investment bankers of this development by telephone on Friday, July 1, 2016, and informed them that North Point Advisors would be providing updated year-end financial statements and a detailed presentation of the actual results versus the forecast along with an explanation for the variance over the weekend of July 2-3. North Point Advisors delivered the updated year-end financial statements and a 2016 financial update presentation to Utz’s and Company A’s investment bankers on Saturday, July 2, 2016.

On Wednesday, July 6, 2016, Company A’s investment banker contacted Mr. Kelly and Mr. Kafer of North Point Advisors to inform them that Company A was still digesting the updated financial estimates for the Company and would need an additional two weeks to complete its due diligence review and would not be in a position to submit a final offer until the week of July 18. Mr. Kelly informed Company A’s investment banker that this could present a problem for Company A because North Point Advisors expected to receive revised bids and a markup of the definitive agreement from other interested parties on or around Friday, July 8. He encouraged Company A to submit a revised bid as quickly as possible.

On Friday, July 8, 2016, North Point Advisors received a revised bid from Utz along with a markup of the definitive merger agreement. Utz proposed to acquire the Company by merger at a per share merger consideration price of $11.50 per share. North Point Advisors circulated Utz’s revised bid and draft merger Agreement to members of the Special Committee for their review over the weekend of July 9-10.

North Point Advisors contacted the investment banker for Company A to remind Company A that the Board was scheduled to meet on Thursday, July 14, and to inform him that the Special Committee was going to meet on Tuesday, July 12 to review any bids received. North Point Advisors again encouraged Company A’s investment banker to encourage Company A to submit a bid as quickly as possible or, at least, to provide an indication of their views on valuation of the Company and an updated timing for completion of their bid.

On Monday, July 11, 2016, North Point Advisors communicated with Company A’s investment banker to request the status of Company A’s due diligence review and to inquire as to when Company A would be in a position to submit its revised bid. In an email to North Point Advisors, Company A’s investment banker indicated that Company A still needed two more weeks and could possibly be in a position to make a bid on Wednesday, July 20. North Point Advisors reminded Company A’s investment banker again that the Special Committee was scheduled to meet the next day, July 12, and, when asked, North Point Advisors informed Company A’s banker that another bidder had submitted a final proposal on July 8. On Tuesday, July 12, Company A sent an email that indicated it would try to expedite the delivery of an offer and expressed a desire to delay the auction process to wait for it. North Point Advisors urged Company A to submit a revised bid or substantive response as quickly as possible and that it should not assume that the timetable would be altered to accommodate Company A’s delay.

The Special Committee met on July 12, 2016, at Sirote’s offices in Birmingham, Alabama, with all members present. Also present were Mr. Carlisle and Mr. Drum from Sirote. Mr. Jacquin, Mr. Kelly, Mr. Kafer and Mr. Huttner from North Point Advisors participated in part of the meeting by conference telephone. Mr. Jacquin informed the Special Committee that the only final bid submitted up to the time of the meeting was from Utz. Pursuant to this bid, Utz proposed to acquire the Company in a merger transaction in exchange for $11.50 per share of Common Stock. Utz also submitted a markup of the definitive merger agreement. Mr. Jacquin indicated that this offer was an all-cash offer and was firm. He stated that Utz had completed all of its due diligence review. Mr. Carlisle and Mr. Drum reminded the Special Committee of its duties and led a detailed discussion of the terms of the offer, including a section-by-section review of the merger agreement. Mr. Carlisle informed the Special Committee that the markup of the merger agreement by Utz was fair and that the agreement could be finalized quickly. The delayed status of Company A and its recent requests expressing a desire for the Company’s process to wait for it was also discussed at length at the Special Committee meeting. It was determined that a delay was not in the best interests of stockholders considering the proposal received from Utz as delaying could potentially cause Utz to rescind its proposal. North Point Advisors and Sirote then answered a number of questions from the Special Committee.

Representatives from North Point Advisors informed the Special Committee that they believed that the per share merger consideration of $11.50 was fair, from a financial point of view, to the Company’s stockholders but that it recommended contacting Utz about increasing its offer. Based upon (i) the premium of Utz’s per share offer of $11.50 or 61.7% over the last trading price of the Common Stock on July 11 of $7.11 and approximately 68% over the average closing price of the Common Stock during the 30 days prior to July 12; (ii) North Point Advisors’ fairness opinion; (iii) the terms of the merger agreement, including the fact that it was an all-cash offer with no financing condition; (iv) the fact that Utz had completed all of its due diligence review; (v) the auction process that North Point Advisors had conducted to obtain the highest per share price reasonably possible for the stockholders; and (vi) the premium of Utz’s offer over all of the preliminary indications of interest received by the Special Committee in late May, the Special Committee determined that Utz’s offer was in the best interest of the Company’s stockholders and unanimously approved, subject to the outcome of North Point Advisors’ discussions with Utz concerning an increase to its offer, Utz’s offer of $11.50 per share; the merger; and the form of the definitive agreement. The Special Committee also resolved to recommend to the Board on July 14 that the Board approve Utz’s offer, the merger and the definitive merger agreement.

North Point Advisors indicated that it believed that Utz might be willing to offer a higher price, and North Point Advisors recommended that the Special Committee authorize North Point Advisors to seek a higher per share price from Utz. North Point Advisors spoke to Utz’s investment banker on July 12 and suggested that Utz should consider increasing its bid.

Late on the evening of July 13, 2016, Company A submitted a revised final offer and a markup of the definitive merger agreement. The offer letter was marked as “Best and Final Proposal for Golden Enterprises, Inc.” and further indicated that Company A’s due diligence was “substantially complete” based on the information provided. As set forth in the offer letter, Company A proposed to acquire the Company by merger at a per share merger consideration price of $10.62 per share, which was substantially below Utz’s offer.

On Thursday, July 14, 2016, the Board held its regular quarterly meeting at the offices of the Company with all members present. Also present at the meeting were Ms. Townsend and Mr. Ward, members of management of the Company, Mr. Stein, Jr. and James Rotenstreich, Directors Emeritus, Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin and Mr. Huttner from North Point Advisors. In addition, Mr. Kelly and Mr. Kafer from North Point Advisors participated in the meeting by conference telephone. Mr. Carlisle and Mr. Jacquin provided updates to the Board on the status of the auction process, including details of the offer of $11.50 per share from Utz received on July 8 and the offer of $10.62 per share from Company A received on July 13. Mr. Jacquin noted that not only was the offer by Company A substantially lower than the offer by Utz, but Company A’s “best and final” bid was also based upon an assumed enterprise value and net debt for the Company using assumptions that would require some review and analysis to determine if it was a firm number.

Mr. Stein, III, Chairman of the Special Committee, reported on the meeting of the Special Committee on July 12, and he informed the Board that the Special Committee had approved the offer from Utz, the merger and the form of the definitive merger agreement. He confirmed that the Special Committee had received a draft fairness opinion from North Point Advisors and based on the fairness opinion and the other factors listed above, the Special Committee had unanimously determined that Utz’s offer was in the best interest of the Company’s stockholders. He concluded by stating that because Utz’s offer was the highest offer, was a firm per share offer, Utz had completed all of its due diligence review, and North Point Advisors had delivered its opinion that the price was fair, from a financial point of view, to the stockholders, the Special Committee unanimously recommended that the Board approve Utz’s offer, the merger and the merger agreement.

After further discussions among the full Board, with the Board having the opportunity to ask questions of the Special Committee, Sirote and North Point Advisors, the Board approved Utz’s offer of $11.50 per share, the merger and the merger agreement. The Special Committee informed the Board that in discussing the structure of the merger with Utz, there was a possibility that Utz would propose a structure that could include an increase in the per share merger price. North Point Advisors communicated to Sandler O’Neill, Utz’s investment banker, a request to increase the per share merger price.

During a break of the Board meeting, the Special Committee convened, and Mr. Carlisle and Mr. Drum informed the Special Committee that legal counsel for Utz had contacted Mr. Carlisle to inform him that Utz was willing to increase its offer from $11.50 per share to $11.75 per share if approval of stockholders holding a majority of Common Stock by written consent (the “stockholder consent”) was delivered shortly after the execution of the merger agreement. The revised offer by Utz was confirmed in an email from Sandler O’Neill to North Point Advisors. Mr. Carlisle and Mr. Drum further informed the Special Committee that delivery of the stockholder consent would have ramifications on the auction process, especially as it related to the Board’s opportunity to consider a superior offer that might be made once the agreement with Utz was publicly announced. The Special Committee recommended deferring consideration of this proposal until Sirote had the opportunity to evaluate more fully the implications of the stockholder consent and discuss the matter with counsel for Utz to determine if Utz would be willing to give the Company the opportunity to consider a superior proposal for some period of time after delivery of the stockholder consent.

At 7:00 p.m. that same day, the Special Committee held a telephonic meeting to discuss the revised proposal from Utz. All members of the Special Committee participated along with Mr. Carlisle and Mr. Drum from Sirote. Mr. Carlisle advised that it would be preferable to provide the Board some period of time after execution of the merger agreement to consider a superior offer. Based upon North Point Advisors’ fairness opinion delivered orally on July 12, 2016, and the other factors previously considered, and, subject to Utz’s willingness to give the Board a period of time after execution of the merger agreement to consider a superior offer, the Special Committee unanimously determined that the revised offer from Utz was in the best interest of the Company’s stockholders and approved Utz’s offer, the merger and the merger agreement, as revised. The Special Committee directed Sirote to contact Utz’s counsel to negotiate a period after execution of the merger agreement to consider a superior offer.

On Friday, July 15, 2016, Sirote contacted counsel for Utz to discuss Utz’s revised offer of $11.75 on the condition that the Company deliver the stockholder consent shortly after the execution of the merger agreement. Sirote requested that the Board have a period of time after execution of the merger agreement to consider a superior proposal. Counsel for Utz and Sirote agreed that the Board would have seven days after the date of the merger agreement to consider a superior proposal, but only if such proposal was an unsolicited proposal. Mr. Carlisle advised the Special Committee that Utz was willing to provide the Board seven days after the date of the merger agreement to consider an unsolicited superior offer. He stated that he was of the opinion that seven days was adequate in view of the auction process that the Special Committee had followed. Mr. Stein, III requested that the members of the Special Committee confirm their approval of Utz’s $11.75 offer in light of the seven-day period, and each of them did so.

On Sunday, July 17, 2016, the Board held a telephonic meeting, with all members participating, to consider the revised offer from Utz of $11.75 per share. Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors and Paul Leonard from Spain & Gillon also participated in the meeting. Mr. Stein, III provided a report of the Special Committee with respect to the revised offer from Utz of $11.75 provided the Company deliver the stockholder consent by the close of business the day after the merger agreement was signed, but subject to a period of seven days after the date of the merger agreement for the Board to consider an unsolicited superior proposal. Mr. Stein, III informed the Board that the Special Committee had unanimously approved the revised offer from Utz. Mr. Stein, III explained that the Special Committee had considered the impact of delivering the stockholder consent to Utz shortly after the execution of the merger agreement, and stated that the Special Committee had requested Sirote to negotiate a period of time after execution of the merger agreement for the Special Committee to consider any unsolicited superior offer it might receive. The seven-day period was the result of such negotiations. Mr. Carlisle explained to the Board its fiduciary duties in light of the proposal from Utz and the recommendation by the Special Committee. He summarized the general structure of the transaction and the impact of delivering the stockholder consent. The Board was then given the opportunity to ask questions of the Special Committee, Sirote and North Point Advisors. After all of the questions had been answered, Mr. Jacquin of North Point Advisors confirmed North Point Advisors’ revised oral opinion that the revised offer of $11.75 was fair, from a financial point of view, to the stockholders of the Company. The Board then voted unanimously to accept the recommendation of the Special Committee, approved the merger and the merger agreement and recommended that the merger and merger agreement be approved by the Principal Stockholders pursuant to their written consent.

On the evening of Sunday, July 17, 2016, Mr. Kelly from North Point Advisors called Company A’s investment banker out of courtesy and appreciation for their efforts to inform him that the Special Committee and the Board had unanimously approved an offer from another bidder and that the definitive agreement would be signed the next day. Early on the morning of Monday, July 18, Company A’s investment banker informed North Point Advisors that Company A intended to deliver a revised offer later that day. Counsel for Company A informed Mr. Carlisle of the same thing, and Sirote informed the members of the Special Committee that Company A intended to deliver a revised offer. At around 12:30 p.m. (Central Standard Time, “CST”), Company A delivered a nonbinding proposal in writing at $11.93 per share, and notified the Special Committee that Company A was substantially completed with its due diligence.

Between 12:45 p.m. and 2:30 p.m. (CST) Sirote and North Point Advisors reviewed Company A’s revised offer, and Mr. Carlisle and Mr. Drum reviewed Company A’s markup of the merger agreement, including a comparison against the terms set forth in the agreement proposed by Utz. Later that afternoon, Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin and Mr. Kelly from North Point Advisors discussed Company A’s revised offer at $11.93 with Mr. Stein, III, the chairman of the Special Committee. The representatives from Sirote and North Point Advisors advised Mr. Stein, III that although Company A’s revised offer of $11.93 per share appeared to be higher than Utz’s offer of $11.75 per share, there was some uncertainty surrounding Company A’s offer price as it was based on a calculation of the Company’s enterprise value and estimate of net debt that appeared to utilize different assumptions than those employed in its July 13 bid. As a result, it was not clear that the $11.93 per share was firm. In addition, Sirote and North Point Advisors advised Mr. Stein, III that Company A’s markup of the definitive merger agreement was heavier than Utz’s and needed to be negotiated. They also expressed concern with the statement in Company A’s revised bid that Company A was “substantially completed” with its due diligence review of the Company essentially meant that Company A was not finished with its due diligence.

Sirote and North Point Advisors reminded Mr. Stein, III that Utz’s offer of $11.75 per share was firm and not subject to any assumptions or need for analysis, that Utz had completed its due diligence review of the Company, and the merger agreement (including disclosure schedules) with Utz was fully-negotiated. North Point Advisors contacted Company A’s banker, and Sirote contacted Company A’s legal counsel in an effort to clarify Company A’s bid. Despite some of the uncertainties surrounding Company A’s proposal compared to the proposal from Utz, legal counsel from Sirote indicated that, given a transaction involving a sale of the Company for cash, the higher price could not be ignored. Mr. Stein, III recommended that North Point Advisors contact Utz’s banker to inform him that Utz would need to increase its bid. Mr. Carlisle also informed Utz’s legal counsel of the Company’s receipt of an offer from another bidder with, on its face, a higher per share merger price.

At approximately 4:00 p.m. (CST) on July 18, 2016, legal counsel for Utz telephoned Mr. Carlisle and delivered a revised proposal to acquire the Company by merger at a firm price of $12.00 per share. Utz also conditioned this offer on receipt of the stockholder consent within one day of the execution of the merger agreement and shortening the period the Board had to consider an unsolicited superior offer. Legal counsel for Utz and Sirote agreed to shorten that period from seven days to three days from the date of the merger agreement.

The Special Committee held a telephonic meeting at 5:00 p.m. (CST) that afternoon to consider the revised proposals from Utz and Company A. All of the members of the Special Committee participated in the meeting as well as Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. The terms of the revised proposals from Utz and Company A were reviewed, compared and discussed. Mr. Jacquin stated that Utz’s proposal was higher than Company A’s offer, was firm, and included a fully negotiated and completed definitive merger agreement with no further requirements by Utz to perform due diligence review. He pointed out that the proposal from Company A was lower than Utz’s offer at $12.00, and was qualified by a statement indicating that their due diligence review was substantially complete. He also reminded the Special Committee that Company A’s proposed markup of the definitive merger agreement would have to be fully negotiated. He indicated that any further delays could jeopardize Utz’s offer because Utz could withdraw its offer if it appeared that the Special Committee was delaying the acceptance of its offer. North Point Advisors and Sirote also reminded the Special Committee that the Special Committee would have three days after the merger agreement was signed in which to consider an unsolicited superior offer if Company A (or another company) chose to make an offer.

North Point Advisors delivered its revised oral opinion, which was confirmed in writing later that same day, that the $12.00 per share merger consideration proposed by Utz was fair, from a financial point of view, to the Company’s stockholders. The Special Committee then considered and discussed the reduction in time period for considering an unsolicited superior offer from seven days to three days. The Special Committee concluded that in light of the auction process that North Point Advisors had conducted, the fact that only Utz and Company A had submitted revised bids, and that three days would be sufficient time for Company A (or anyone else) to submit a superior proposal once the announcement of the execution of the Merger Agreement with Utz had become public, three days would be adequate. The Special Committee then unanimously approved the revised proposal from Utz at $12.00 per share, the Merger and the Merger Agreement. The Special Committee also resolved to recommend that the Board approve the revised Utz proposal, the Merger and the Merger Agreement.

At approximately 5:30 p.m. (CST) on July 18, 2016, the full Board held a telephonic meeting with all directors participating to consider the recommendation by the Special Committee. Also participating in the meeting were Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. Mr. Carlisle provided an update and overview of the events that had transpired since the meeting of the Board the day before on July 17. He then discussed the revised offer by Utz of $12.00 per share, including the requirement that the stockholder consent be delivered within one day after the execution of the Merger Agreement and the reduction in the amount of time during which the Board could pursue a potentially superior offer that was unsolicited, from seven days to three days from the date of the Merger Agreement (the “Takeover Proposal Review Period”). The Board was given the opportunity to ask questions of the Special Committee, Sirote and North Point Advisors. After all questions had been answered, Mr. Stein, III, chairman of the Special Committee, reported that the Special Committee had unanimously approved the revised proposal from Utz, the Merger and the Merger Agreement and recommended that the Board approve the revised proposal, the Merger and the Merger Agreement. The Board unanimously approved the revised proposal from Utz at $12.00 per share, the Merger and the Merger Agreement. The Board also approved submitting the Merger Agreement to the Principal Stockholders, whose shares constituted a majority of the outstanding shares of Common Stock, for adoption.

The Merger Agreement was fully-executed at approximately 6:30 p.m. (CST). The Voting Committee, which has the authority to vote the shares of Common Stock held by SYB, Inc. and the Marital Trust, convened immediately after the execution of the Merger Agreement and approved the adoption of the Merger and the Merger Agreement and directed SYB, Inc. and the Marital Trust to sign the stockholder consent. The stockholder consent was executed by the Principal Stockholders (SYB, Inc., the Marital Trust, and Mrs. Bashinsky, individually), who collectively held approximately 55.9% of the outstanding shares of Common Stock, and delivered to the Secretary of the Company and to Utz at approximately 7:00 p.m. (CST).

The execution of the Merger Agreement was announced by press release at 8:18 a.m. (CST) on Tuesday, July 19, 2016. The Takeover Proposal Review Period expired at 5:00 pm CST on Thursday, July 21, 2016, without any unsolicited offers being received.

Required Approval of the Merger; Record Date; Action by Stockholder Consent

Under Delaware law and the Company’s Certificate of Incorporation and Bylaws, each as amended, the adoption of the Merger Agreement by the Company’s stockholders required the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock.

On July 18, 2016, the record date, there were 11,291,757 shares of Common Stock outstanding and entitled to vote, held by 775 stockholders of record. On that date, after execution of the Merger Agreement by the Company, Utz and Merger Sub, the Principal Stockholders delivered to the corporate secretary of the Company and to Utz the stockholder consent, in respect of shares of Common Stock representing approximately 55.9% of all outstanding shares of Common Stock. Such written consent constituted adoption of the Merger Agreement by the holders of the requisite number of shares of Common Stock in accordance with the DGCL and, accordingly, the adoption of the Merger Agreement by the Company’s stockholders was effected in accordance with Section 251 of the DGCL on July 18, 2016. No further approval of the stockholders of the Company is required to adopt the Merger Agreement. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the Merger Agreement and does not intend to call a meeting of stockholders for purposes of voting on the adoption of the Merger Agreement.

Federal securities laws provide that the Merger may not be completed until 20 days after the date of mailing of this Information Statement to the Company’s stockholders. Therefore, notwithstanding the execution and delivery of the stockholder consent (which was obtained shortly after the execution of the Merger Agreement), the Merger will not occur until that time has elapsed. We currently expect the Merger to be completed by [________], 2016, subject to certain government regulatory reviews and approvals and the satisfaction of the other conditions to closing in the Merger Agreement. However, there can be no assurance that the Merger will be completed on or prior to that time, or at all.

Reasons for the Merger; Recommendation of the Special Committee and the Board

As described above under “— Background of the Merger,” our Board formed a Special Committee on November 17, 2015, consisting of Mr. Pascoe, Mr. Samford, Mr. Morton and Mr. Stein, III, each of whom is an independent director with no personal interest in the Merger that would not be shared by all other stockholders of the Company generally, to evaluate the Merger and other alternatives available to the Company and to otherwise represent the interests of our stockholders.

The Board delegated to the Special Committee the Board’s power and authority with respect to the review and evaluation of possible transactions, such as the Merger, including, among other things, the power and authority to evaluate, recommend, and to explore and solicit other possible transactions and to cause the Company to take any and all corporate and other actions, and/or enter into any agreements with third parties, and/or adopt any measures, in response to or in connection with possible transactions, all as may be determined by the Special Committee in its sole discretion. Among other things, the Board resolved not to approve any transaction without a favorable recommendation from the Special Committee. The Special Committee engaged its own legal and financial advisors and received advice throughout the negotiations from such advisors. The Special Committee evaluated, with the assistance of its legal and financial advisors, the Merger Agreement and the Merger, as more fully described under “ The Merger” and “ The Merger Agreement,” and, on July 18, 2016 the Special Committee unanimously determined that the Merger Agreement and the Merger, are advisable and in the best interests of all the stockholders of the Company. Further, the Board and the Special Committee believe that the Merger Agreement and the Merger, are fair to the Company’s stockholders.

The Special Committee also unanimously recommended to the Board that it:

On July 18, 2016, on the basis of the Special Committee’s recommendation and the other factors described below, the Board unanimously:

In determining that the Merger Agreement is advisable and in the best interests of the stockholders of the Company, and approving the Merger Agreement, the Merger and the other transactions contemplated thereby, and recommending that the Company’s stockholders vote for the adoption of the Merger Agreement, the Board, expressly and unanimously adopted the analysis of the Special Committee, which is discussed below.

Positive Factors

In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee considered the following positive factors relating to the Merger Agreement and, the Merger contemplated thereby, each of which the Special Committee believed supported its decision:

Procedural Safeguards

In the course of reaching the determinations and decisions, and making the recommendation described above, the Special Committee also considered the following factors relating to the procedural safeguards that the Special Committee believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent the Company’s stockholders, each of which safeguards the Special Committee believed supported its decision and provided assurance of the fairness of the Merger to the Company’s stockholders:

Risks and Potentially Negative Factors

In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee and the Board considered the following risks and potentially negative factors relating to the Merger Agreement and the Merger:

During its consideration of the transaction with Utz, the Special Committee and the Board were also aware of and considered the fact that the Company’s executive officers and directors have financial interests in the Merger that may be different from or in addition to those of other stockholders, as more fully described in “— Interests of the Company’s Directors and Executive Officers in the Merger. ”

The foregoing discussion of the factors considered by the Special Committee is not intended to be exhaustive, but rather includes the principal factors considered by the Special Committee. The Special Committee reached the conclusion to recommend to the Board the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement in light of the various factors described above and other factors that the members of the Special Committee believed were appropriate. The Special Committee did not assign relative weights to the foregoing factors or determine that any factor was of particular importance. Rather, the Special Committee viewed its positions and recommendation as being based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Opinion of the Special Committee’s Financial Advisor

The Special Committee retained North Point Advisors to act as its financial advisor, and, if requested, to render to the Special Committee an opinion as to the fairness, from a financial point of view, to the Company’s stockholders of the $12.00 per share in cash to be paid in the Merger. North Point Advisors is a leading independent investment banking firm focused on providing financial advice on mergers and acquisitions and raising institutional capital to meet the growth objectives of its clients. North Point Advisors is regularly engaged in providing valuation analyses, evaluating and proposing financial and strategic alternatives and rendering, if required or desired, fairness opinions. The Special Committee selected North Point Advisors to act as the Special Committee’s financial advisor on the basis of North Point Advisors’ experience in similar transactions, its reputation in the investment community and its familiarity with the Company and its business.

At the July 18, 2016 meeting of the Board, North Point Advisors delivered to the Board its oral opinion, which opinion was subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the qualifications and conditions set forth in the written opinion, the consideration of $12.00 in cash per share was fair, from a financial point of view, to the Company’s stockholders.

The full text of the North Point Advisors written opinion dated July 18, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by North Point Advisors in rendering its opinion, is attached as Annex B to this Information Statement and is incorporated in its entirety herein by reference. The following summary of North Point Advisors’ opinion is qualified in its entirety by reference to the full text of the opinion. The Company’s stockholders are urged to, and should, carefully read the North Point Advisors written opinion in its entirety. North Point Advisors delivered its opinion to the Board in connection with and for purposes of its evaluation of the per share Merger Consideration from a financial point of view. North Point Advisors’ opinion did not address any other terms or other aspects or implications of the Merger or related transactions and no opinion or view was expressed as to the relative merits of the Merger or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the transaction or any related transaction. North Point Advisors also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger, any related transactions or any other matter.

In connection with its opinion, North Point Advisors, among other things:

In arriving at its opinion, North Point Advisors assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with North Point Advisors and relied upon the assurances of the management of the Company that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the financial forecasts, estimates and other forward-looking information reviewed by North Point Advisors, North Point Advisors was advised by the Company, and North Point Advisors assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby.

North Point Advisors did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company or any other entity, nor did North Point Advisors make any physical inspection of the properties or assets of the Company or any other entity. North Point Advisors also did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. North Point Advisors assumed, at the direction of the Company, that the Merger and related transactions would be consummated in accordance with their respective terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transaction and related transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company, the Merger or that otherwise would be meaningful in any respect to North Point Advisors’ analyses or opinion. North Point Advisors also assumed, at the direction of the Company, that the final executed Merger Agreement would not differ in any material respect from the draft of the Merger Agreement reviewed by North Point Advisors.

North Point Advisors expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the $12.00 per share Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the transaction or any related transactions, any agreements, arrangements or understandings entered into in connection with or related to the Merger, any related transactions or otherwise. North Point Advisors’ opinion was limited to the fairness, from a financial point of view, of the $12.00 per share consideration to be received by the holders of Common Stock (other than the Excluded Shares). In addition, North Point Advisors expressed no opinion or view with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger or any related entities or class of such persons, relative to the per share Merger Consideration or otherwise. North Point Advisors also expressed no view or opinion with respect to, and North Point Advisors relied at the direction of the Company upon the assessments of the Company and its representatives regarding, legal, regulatory, accounting, tax and similar matters relating to the Company, its related entities and stockholders and the Merger, as to which North Point Advisors understood that the Company obtained such advice as it deemed necessary from qualified professionals.

North Point Advisors’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to North Point Advisors as of, the date of its opinion. Although subsequent developments may affect North Point Advisors’ opinion, North Point Advisors does not have any obligation to update, revise or reaffirm its opinion. The issuance of North Point Advisors’ opinion was approved by North Point Advisors’ Opinion Committee. The Special Committee imposed no instructions or limitations on the investigations made or procedures followed by North Point Advisors in rendering its opinion, other than as described in this summary.

Summary of Financial Analyses

The following is a summary of the material financial analyses prepared and reviewed with the Special Committee in connection with North Point Advisors’ opinion, dated July 18, 2016. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, or underlying the opinion of, North Point Advisors, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by North Point Advisors. North Point Advisors may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be North Point Advisors’ view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the accompanying explanatory text to each table, as the tables alone do not constitute a complete description of the financial analyses performed by North Point Advisors. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying North Point Advisors’ financial analyses and its opinion. In performing its analyses, North Point Advisors made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the Merger. None of the Company, Utz, Merger Sub or North Point Advisors or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 18, 2016 (the last unaffected trading day before the public announcement of the Merger) and is not necessarily indicative of current market conditions.

Financial Analyses

North Point Advisors performed the following financial analyses in connection with rendering its opinion to the Special Committee:

Each of these analyses is summarized below.

Historical Stock Trading Analysis

North Point Advisors reviewed the historical price range for the Common Stock at one month, six months and one year prior to the July 19, 2016 public announcement of the execution of the Merger Agreement. This analysis indicated that the price per share of Common Stock to be paid to the Company stockholders pursuant to the Merger Agreement represented a 60.0% premium over the price per share of the Common Stock on July 18, 2016, the last trading day before public announcement of the execution of the Merger Agreement, and a 66.6% premium over the volume weighted average share price for the 30 calendar days prior to the public announcement of the execution of the Merger Agreement on July 19, 2016. In addition, this analysis indicated that the $12.00 price falls above the high end of the one month equity value range, the six month equity value range, and the 12 month equity value range.

The range of closing prices of the Common Stock for the periods reviewed are set forth below:

Comparable Public Trading Multiple Analysis

North Point Advisors performed a comparable companies analysis, which attempts to provide an implied value of a company by comparing selected historical financial data of the Company and estimated financial data of the Company based on projections provided by Company management against corresponding financial data for similar publicly traded companies in the comparable snack food industry (defined as snack food companies deemed comparable to the Company with a market capitalization of less than $6 billion). North Point Advisors selected the following publicly traded companies in the snack food industry that North Point Advisors, based on its experience and professional judgment, deemed relevant to consider in relation to the Company based on information obtained by searching SEC filings, public company disclosures, press releases, equity research reports, industry and press reports, databases and other sources:

Although most of the selected companies are not directly comparable to the Company, and most are substantially larger than the Company, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to the Company’s operations.

North Point Advisors calculated various financial multiples for such comparable companies based on the ratio of such companies’ operating data (obtained from SEC filings and Capital IQ estimates as of July 18, 2016) to the equity value per share of such companies. North Point Advisors reviewed the max, third quartile, average, median, first quartile and low statistics for the comparable companies’ grouping to determine appropriate high and low multiples for each statistic.

North Point Advisors then compared the range of the first to third quartiles of such multiples with the multiples obtained for the Company. The Company’s multiples were calculated based on the ratio of the Company’s operating data (provided by the Company’s management) to an implied enterprise value of $144.5 million (based on the $12.00 per share Merger Consideration) and then taking into account the Company’s net debt (including debt-like items) of $5.2 million as of June 3, 2016 (the end of the Company’s 2016 fiscal year). With respect to the comparable companies, North Point Advisors calculated:

The table below shows the results of North Point Advisors’ analyses of the selected comparable companies:

The results of these analyses are summarized below.

Note: Ratios were considered not meaningful (NM) if they were greater than 30x for EBITDA multiples, 50x for PE multiples, and 4.0x for revenue multiples.

Based on the first to third quartile range for these multiples, the resulting implied enterprise value for the Company ranged from $86.95 million to $360.2 million, and the resulting implied equity value per share ranged from $7.04 to $30.60. North Point Advisors compared this range of enterprise values to the implied enterprise value of $144.5 million contemplated by the Merger Agreement and compared this range of equity values per share to the per share consideration to be paid pursuant to the Merger Agreement of $12.00. The following table shows the implied value per share of Common Stock based upon each of the above metrics reviewed:

No company utilized in the public trading comparables analysis is identical to the Company. In evaluating comparable companies, North Point Advisors made judgments and assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company, such as the impact of competition on the businesses of the Company and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of the Company or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using peer group data. North Point Advisors considered a number of factors in analyzing the per share Merger Consideration. The fact that points in the range of implied present value per share of the Company implied by the comparable companies analysis were less than or greater than the per share Merger Consideration is not necessarily dispositive in connection with North Point Advisors’ analysis of the per share Merger Consideration; it is but one of many factors North Point Advisors considered.

Comparable Precedent Transaction Analysis

North Point Advisors reviewed the terms of certain recent merger and acquisition transactions reported in SEC filings, public company disclosures, press releases, industry and press reports, databases and other sources relating to the selected transactions (listed by target/acquiror) in the following industries announced since 2005. Listed below are representative transactions listed by target and acquiror with implied enterprise values less than $3 Billion:

For each of the selected transactions, North Point Advisors calculated and compared multiples for the target companies based on the ratio of the enterprise value to the LTM net sales and the enterprise value to the LTM EBITDA. North Point Advisors reviewed the third quartile and first quartile statistics for the precedent transactions grouping to determine appropriate high and low multiples for each statistic.

The results of these analyses are summarized in the table below.

Based on the first to third quartile range for these multiples, the resulting implied enterprise value for the Company ranged from $92.8 million to $317.4 million and the resulting implied equity value per share ranged from $7.55 to $26.91. North Point Advisors compared this range of enterprise values to the implied enterprise value of $144.5 million contemplated by the Merger Agreement and compared this range of equity values per share to the per share consideration to be paid pursuant to the Merger Agreement of $12.00.

Premiums Paid Analysis

North Point Advisors analyzed the premium paid for acquired public entities in the consumer staple and consumer discretionary transactions with implied enterprise values less than $500M, since 2012, relative to the target’s stock prices one day, one week and one month prior to the date that the transaction was announced. North Point Advisors reviewed the max, third quartile, average, median, first quartile and low statistics for the premiums paid on comparable acquisitions to determine appropriate high and low multiples for each statistic. The following table presents the result of this analysis:

Based on the first to third quartile range of such premiums paid for these companies, the resulting implied equity value per share ranged from $7.94 to $10.91. North Point Advisors compared this range of equity values per share to the per share consideration to be paid pursuant to the Merger Agreement of $12.00.

In addition, North Point Advisors indicated that the $12.00 price per share of the Common Stock to be paid to the Company’s stockholders pursuant to the Merger Agreement represented a premium of 60.0% based on the $7.50 closing price per share on July 18, 2016, the last trading day before public announcement of the execution of the Merger Agreement.

No company or transaction utilized in the precedent transactions or premiums paid analysis is identical to the Company or to the Merger. In evaluating the precedent transactions, North Point Advisors made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of the Company, such as the impact of competition on the business of the Company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the Company or the industry or in the financial markets in general, which could affect the public trading value of the companies and the enterprise value of the transactions to which they are being compared. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using precedent transactions or premiums paid data.

Discounted Cash Flow Analysis

North Point Advisors performed a discounted cash flow analysis on the Company. For this analysis, North Point Advisors used the Company’s management projections for fiscal years 2017 through 2021.

North Point Advisors calculated implied prices per share of the Common Stock using illustrative terminal values in the year 2021 based on multiples ranging from 10.0x EBITDA to 12.0x EBITDA. These illustrative terminal values were then discounted to calculate implied indications of present values using discount rates ranging from 10.0% to 15.0%. The various ranges for discount rates were chosen based on analyses of the Company’s weighted average of cost of capital, research of historical global private equity median internal rates of return (IRRs), and North Point Advisor’s estimates. The resulting implied equity values per share ranged from $6.56 to $9.22. North Point Advisors compared this range of equity values per share to the per share consideration to be paid pursuant to the Merger Agreement of $12.00.

Illustrative Leveraged Buyout Scenario Analysis

North Point Advisors performed an illustrative leveraged buyout analysis using financial information provided by the Company’s management and financing assumptions based on North Point Advisors’ estimates. A leveraged buyout analysis is designed to illustrate the ability to pay for a target in a leveraged buyout at a given return target, exit multiple and financing structure. Assuming the refinancing of all of the Company’s existing debt upon a transaction and hypothetical required IRRs ranging from 15% to 25% to a financial buyer, and hypothetical financial buyer enterprise value to EBITDA exit multiple of 11.0x, the foregoing analysis implied a current enterprise value for the Company of $70.7 million to $89.9 million, or a price per share range of $5.64 to $7.30. North Point Advisors noted that the merger consideration of $12.00 per share was above this range.

Limitations on North Point Advisors’ Analyses and Opinion

The summary of North Point Advisors’ analyses set forth above does not contain a complete description of these analyses, but does summarize the material analyses performed by North Point Advisors in rendering its opinion. The above summary is qualified in its entirety by reference to the written opinion of North Point Advisors attached as Annex B to this Information Statement. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. North Point Advisors believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the North Point Advisors’ written opinion. In arriving at its opinion, North Point Advisors considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, North Point Advisors made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the transactions contemplated by the Merger Agreement.

North Point Advisors performed its analyses solely for purposes of providing its opinion to the Special Committee and the Board. In performing its analyses, North Point Advisors made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Certain of the analyses performed by North Point Advisors are based upon forecasts of future results furnished to North Point Advisors by the Company’s management, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These forecasts are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. North Point Advisors does not assume responsibility if future results are materially different from forecasted results.

North Point Advisors has relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to it or discussed with or reviewed by it. North Point Advisors has further relied upon the assurances of the Company’s management that the financial information provided has been prepared on a reasonable basis in accordance with industry practice and that Company’s management is not aware of any information or facts that would make any information provided to North Point Advisors incomplete or misleading in any material respect. Without limiting the generality of the foregoing, for the purpose of its opinion, North Point Advisors has assumed that with respect to financial forecasts, estimates and other forward-looking information reviewed by it, such information has been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the Company’s management as to the expected future results of the Company’s operations and financial condition to which such financial forecasts, estimates and other forward-looking information relate. North Point Advisors expresses no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based. With the Company’s consent, North Point Advisors has relied on advice of the outside counsel to the Special Committee and the Company’s independent accountants, and on the assumptions of the Company’s management, as to all accounting, legal, tax and financial reporting matters with respect to the Company and the Merger Agreement.

North Point Advisors assumed that the Merger would be completed on the terms set forth in the Merger Agreement reviewed by North Point Advisors, without amendments and with full satisfaction of all covenants and conditions without any waiver. North Point Advisors expressed no opinion regarding whether the necessary approvals or other conditions to the consummation of the Merger will be obtained or satisfied.

North Point Advisors did not assume responsibility for performing, and did not perform any appraisals or valuations of specific assets or liabilities of the Company. North Point Advisors expresses no opinion regarding the liquidation value or solvency of any entity. North Point Advisors did not undertake any independent analysis of any outstanding, pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities to which the Company, or any of its respective affiliates, are a party or may be subject. At the direction of the Special Committee, and with its consent, North Point Advisors’ opinion made no assumption concerning, and, therefore, did not consider, the potential effects of litigation, claims, investigations, or possible assertions of claims, or the outcomes or damages arising out of any such matters.

North Point Advisors’ opinion was necessarily based on the information available to it and the facts and circumstances as they existed and were subject to evaluation as of the date of the opinion. Events occurring after the date of the opinion could materially affect the assumptions used by North Point Advisors in preparing its opinion. North Point Advisors expresses no opinion as to the prices at which the Common Stock have traded or may trade following announcement of the transaction or at any time after the date of the opinion. North Point Advisors has not undertaken and is not obligated to affirm or revise its opinion or otherwise comment on any events occurring after the date it was rendered.

North Point Advisors was not requested to opine as to, and the opinion does not address, the basic business decision to proceed with the Merger or the transactions contemplated by the Merger Agreement, the pre-signing process conducted by the Company, the merits of the transaction compared to any alternative business strategy or transaction that may be available to the Company, any other terms contemplated by the Merger Agreement or the fairness of the amount or nature of the compensation to the Company’s officers, directors or employees, or any class of such persons, relative to the compensation to be received by holders of Common Stock. North Point Advisors did not express any opinion as to whether any alternative transaction might produce consideration for the Company’s stockholders in excess of the Merger Consideration.

North Point Advisors was engaged by the Special Committee to render an opinion to the Board and will receive a fee of 1.75% of the aggregate consideration of the Merger, which is contingent upon the consummation of the Merger. In the ordinary course of its business, North Point Advisors and its affiliates may actively trade securities of the Company for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. North Point Advisors may also, in the future, provide investment banking and financial advisory services to the Company, Utz or entities that are affiliated with the Company or Utz, for which it would expect to receive compensation.

North Point Advisors’ written opinion was one of many factors taken into consideration by the Special Committee and the Board in making the determination to approve the Merger Agreement and recommend that the Company’s stockholders vote in favor of the Merger Agreement. North Point Advisors and its affiliates have not represented the Company in the past.