Continues Disturbing Pattern of Delayed and
Failed Accountability at Expense of Shareholders
Reinforces Urgent Need for New, Truly
Independent Directors to Exert Effective Oversight
Sandell Calls for Immediate Resignation of
Eileen Mallesch, Chair of Audit Committee
Tom Sandell, CEO of Sandell Asset Management Corporation
(“Sandell”), one of the largest shareholders of Bob Evans Farms,
Inc. (NASDAQ:BOBE) (“Bob Evans” or the “Company”), commented on the
recent announcement that the Company would be delaying its Fiscal
2014 Full-Year and Fourth-Quarter earnings release date from June
17, 2014 to July 8, 2014.
“The decision by Bob Evans to delay its earnings release due to
'weaknesses in internal controls', which we believe relate to
matters that should have been resolved some time ago, is further
clear evidence of a management team that is incapable of
effectively running the Company. We are also deeply concerned that
it may reflect a desperate and underhanded attempt to
disenfranchise shareholders. In fact, we find it highly suspicious
that Bob Evans has scheduled this release for a day shortly after
July 3, which we believe is the record date for the Company’s 2014
Annual Meeting. Given the past track record of poor governance
established by this current Board, it is difficult for us to take
this latest excuse at merely face-value, as it may instead reflect
an attempt to prevent investors intent on holding the Board
accountable from availing themselves of the true financial picture
of the Company prior to the record date.
“In light of this disclosure, which likely relates to matters
dating back to those initially disclosed in the Company's 10-K for
the fiscal year ended April 26, 2013, we believe that Eileen
Mallesch, the Chairperson of the Audit Committee, should
immediately resign from the Board of Directors. We note that the
Company had spent approximately $1.8 million in the first six
months of Fiscal 2014 on 'additional professional expenditures
primarily related to ongoing material weaknesses and remediation
related activities', an amount that has surely increased. This is
yet further evidence of the very real economic damage that has been
incurred as a result of Board members that in our opinion have been
clearly incapable of providing effective oversight, a fact
that will not be lost on institutional and other investors
assessing governance matters.
“Irrespective of what we view as the Company’s attempt to inject
confusion into the election process, we look forward to the
upcoming 2014 Annual Meeting, where we intend to solicit proxies
and seek the election of the eight new, highly-qualified, and
independent candidates that we have nominated to the Board of
Directors of Bob Evans so that they may begin to implement
immediate and positive change at the Company and exert the
oversight that Bob Evans urgently needs. In recent weeks we have
heard an overwhelmingly positive response from shareholders and
other members of the investment community to the depth and quality
of these proposed director nominees. We note that of these eight
nominees, three are former restaurant CEOs with decades of relevant
industry experience, and each of these eight nominees possesses
unique skill sets that we see as necessary to deliver long-term
value to the shareholders of Bob Evans.
“We remain firmly convinced of the significant value that could
be delivered to shareholders if the Board is re-constituted with
fresh, truly-independent Directors. We highlight the fact that a
direct competitor to BEF Foods, The Hillshire Brands Company
('Hillshire'), was recently the subject of an intense bidding war
that resulted in a final offer valuing Hillshire at 16.7x EBITDA.
Furthermore, we have now heard from a fifth multi-billion dollar
real estate investment firm that has indicated its interest in the
owned real estate of Bob Evans, in addition to the
previously-articulated four other approaches that we received, the
most recent of which would value the real estate associated with
the Company’s 482 wholly-owned restaurants and other properties at
more than $900 million, which is approximately 75% of the Company’s
entire market value.
“Notwithstanding this Company’s attempts to obstruct what we
view as the will of the shareholders, we remain willing to engage
in good faith and constructive dialogue should Bob Evans genuinely
wish to seek a comprehensive solution that would contemplate the
addition of these highly-qualified nominees, who have experience in
restaurants, marketing, finance, strategy, governance, and real
estate, to the Company’s Board. Should the Company instead prefer
to engage in further misdirection in its futile attempt to distract
shareholders from the real issues – namely the underperformance and
lack of accountability that we believe has been demonstrated under
the leadership of Chairman and CEO Steven Davis and his Board –
then we will be more than happy to let the shareholders vote to
decide the right individuals to lead this Company in the
future.”
About Sandell Asset Management Corp.
Sandell Asset Management Corp. is a leading private, alternative
asset management firm specializing in global corporate
event-driven, multi-strategy investing with a strong focus on
equity special situations and credit opportunities. Sandell Asset
Management Corp. was founded in 1998 by Thomas E. Sandell and has
offices in New York and London, including a global staff of
investment professionals, traders and infrastructure
specialists.
SANDELL ASSET MANAGEMENT CORP., CASTLERIGG MASTER INVESTMENTS
LTD., CASTLERIGG INTERNATIONAL LIMITED, CASTLERIGG INTERNATIONAL
HOLDINGS LIMITED, CASTLERIGG OFFSHORE HOLDINGS, LTD., CASTLERIGG
MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD., CASTLERIGG MERGER
ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND, L.P., CASTLERIGG
MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD., CASTLERIGG
GLOBAL EQUITY SPECIAL EVENT FUND, LTD., CASTLERIGG GLOBAL EQUITY
SPECIAL EVENT INTERMEDIATE FUND, L.P., CASTLERIGG GLOBAL EQUITY
SPECIAL EVENT MASTER FUND, LTD., PULTENEY STREET PARTNERS, L.P. AND
THOMAS E. SANDELL (COLLECTIVELY, "SANDELL") AND DOUGLAS N. BENHAM,
CHARLES M. ELSON, DAVID W. HEAD, C. STEPHEN LYNN, ANNELISE T.
OSBORNE, ARON I. SCHWARTZ, MICHAEL WEINSTEIN AND LEE S. WIELANSKY
(TOGETHER WITH SANDELL, THE "PARTICIPANTS") INTEND TO FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY
STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN
CONNECTION WITH THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS
OF BOB EVANS FARMS, INC. (THE "COMPANY") IN CONNECTION WITH THE
COMPANY’S 2014 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF
THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY SANDELL
WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE
PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN
ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
COMPANY'S STOCKHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT
DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV/. IN ADDITION, MACKENZIE PARTNERS, INC.,
SANDELL'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE
PROXY STATEMENT AND ACCOMPANYING PROXY CARD, WHEN AVAILABLE,
WITHOUT CHARGE UPON REQUEST BY CALLING (800) 322-2885.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR
DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN
AN EXHIBIT TO THE SCHEDULE 14A FILED BY SANDELL ASSET MANAGEMENT
CORP. WITH THE SEC ON APRIL 24, 2014. THIS DOCUMENT CAN BE OBTAINED
FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
Cautionary Statement Regarding Opinions and Forward-Looking
Statements
Certain information contained herein constitutes
“forward-looking statements” with respect to Bob Evans Farms, Inc.
("Bob Evans"), which can be identified by the use of
forward-looking terminology such as “may,” “will,” “seek,”
“should,” "could," “expect,” “anticipate,” “project,” “estimate,”
“intend,” “continue” or “believe” or the negatives thereof or other
variations thereon or comparable terminology. Such statements are
not guarantees of future performance or activities. Due to various
risks, uncertainties and assumptions, actual events or results or
actual performance may differ materially from those reflected or
contemplated in such forward-looking statements. The opinions of
Sandell Asset Management Corp. ("SAMC") are for general
informational purposes only and do not have regard to the specific
investment objective, financial situation, suitability or
particular need of any specific person, and should not be taken as
advice on the merits of any investment decision. This material does
not recommend the purchase or sale of any security. SAMC reserves
the right to change any of its opinions expressed herein at any
time as it deems appropriate. SAMC disclaims any obligation to
update the information contained herein. SAMC and/or one or more of
the investment funds it manages may purchase additional Bob Evans
shares or sell all or a portion of their shares or trade in
securities relating to such shares.
Sandell Asset Management Corp.Adam Hoffman,
212-603-5814orMacKenzie Partners, Inc.Dan Burch or Larry
Dennedy, 212-929-5500orSloane & CompanyElliot Sloane,
212-446-1860orDan Zacchei, 212-446-1882
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