Concerned Shareholders of Rocky Mountain File Lawsuit to Hold Rocky Mountain Chocolate Factory Board Accountable for Acts to Disenfranchise Shareholders
September 23 2021 - 10:11AM
Business Wire
AB Value Management LLC, collectively with its affiliates (“AB
Value”), and the other participants in this solicitation
(collectively, the “Concerned Shareholders of Rocky Mountain”)
representing approximately 14.59% of the outstanding shares of
Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) (the
“Company”), today announced that AB Value has filed a lawsuit in
the Court of Chancery of the State of Delaware against the Company
and certain members of its Board of Directors (the “Board”),
seeking to rescind and declare invalid the Board’s resolutions
shrinking the number of Board seats up for election from seven to
six right before the Company’s 2021 Annual Meeting of Shareholders
(the “2021 Annual Meeting”).
Absent the Board’s last minute reduction in size, shareholders
would have had the opportunity to choose who would be best suited
to fill Mary Kennedy Thompson’s seat from the Concerned
Shareholders of Rocky Mountain’s slate of candidates at the 2021
Annual Meeting.
Commenting on the complaint, Andrew T. Berger, Managing Member
of AB Value stated: “The Board’s attempt to block one of our
director candidates from being elected by shareholders is the
latest in a series of crude efforts by Board members to thwart the
shareholder franchise, further entrenching themselves in order to
safeguard their own Board seats. As part of the Company’s largest
shareholder group, we plan to defend the rightful owners of the
Company by fighting these egregious acts in court.”
In its lawsuit, AB Value asks the Court to find that the
defendant Board members breached their fiduciary duties by voting
to shrink the Board without legal analysis from Delaware counsel
and without making a reasonable inquiry as to the effect such an
act would have on all of the Company’s shareholders. Unless the
Board’s invalid actions are overturned by the Court, the Concerned
Shareholders of Rocky Mountain believe that these Board members
have deprived shareholders of the full and fair opportunity to
exercise their right to vote for seven directors at the 2021 Annual
Meeting, less than two weeks away.
The full complaint filed by AB Value can be accessed at
https://velaw.box.com/v/ConcernedShareholdersRMCF.
With two competing slates vying over the Company’s fate, it will
be up to shareholders to decide who should lead the Company—and it
should be up to shareholders to decide on seven Board seats, not
six. If elected, the Concerned Shareholders of Rocky Mountain’s
nominees—Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor and
Rhonda J. Parish—will consider the full impact of their decisions
as fiduciaries and take the steps necessary to enhance value for
all shareholders. We strongly encourage all shareholders to act now
and vote FOR the Concerned Shareholders of Rocky Mountain on
the BLUE proxy card.
Important Additional Information
AB Value Partners, LP and AB Value Management LLC, Andrew T.
Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra
Elizabeth Taylor (collectively, the “Participants”) have filed a
definitive proxy statement and an accompanying BLUE proxy
card with the SEC to solicit proxies from shareholders of the
Company for use at the 2021 Annual Meeting. THE PARTICIPANTS
STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Such proxy materials are available at no charge on the
SEC’s website at http://www.sec.gov. In addition, the Participants
in this proxy solicitation will provide copies of the proxy
statement without charge, upon request. Requests for copies should
be directed to the Participants’ proxy solicitor.
Certain Information Regarding the Participants
The Participants in the proxy solicitation are: AB Value
Partners, LP, AB Value Management LLC, Andrew T. Berger, Bradley
Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor.
As of the date hereof, AB Value Partners, LP directly owns 224,855
shares of common stock, $0.001 par value per share of the Company
(“Common Stock”). As of the date hereof, AB Value Management LLC
beneficially owns 460,189 shares of Common Stock. As of the date
hereof, Mr. Radoff directly owns 433,624 shares of Common Stock. As
of the date hereof, none of Mr. Berger, Ms. Parish, Mr. Riegel, or
Ms. Taylor directly own any shares of Common Stock.
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John Glenn Grau InvestorCom LLC (203) 295-7841
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