RMCF’s
Experienced Nominees Have Relevant Skills, Diversity and Robust
Expertise to Drive the Company’s Transformation Strategy, Achieve
Long-Term Growth and Maximize Value for Stockholders
Urges
Stockholders to Vote "FOR" ALL of the Company's Nominees TODAY on
the WHITE Proxy Card
Rocky Mountain Chocolate
Factory, Inc. (NASDAQ: RMCF) (the "Company" or “RMCF”), one of
North America's largest retailers, franchisers and manufacturers of
premium, handcrafted chocolates and confections, today announced it
has sent a letter to stockholders highlighting the Company’s
decisive, strategic actions to increase growth and profitability,
drive innovation and increase stockholder value. RMCF also detailed
the strong skills, diverse experiences and relevant expertise its
director nominees bring to support the Company’s strategy and
operations, and accelerate growth through its omnichannel and
digital transformation.
RMCF urges stockholders to
vote FOR all of the Company’s nominees on the WHITE proxy card
ahead of the Company’s 2021 Annual Meeting of Stockholders (the
"Annual Meeting"), to be held October 6, 2021.
The full text of the letter is
copied below:
***
September 28, 2021
Dear fellow Rocky Mountain
Chocolate Factory stockholders,
Thank you for your ongoing
support. I appreciate your investment in Rocky Mountain Chocolate
Factory (“RMCF”).
As co-founder of RMCF,
building this Company has been my life’s work. I have truly loved
every day I have spent in our stores, working with our team at our
Durango facility and committing myself to serving our customers
with the very best, handmade chocolates and memorable experiences.
As I prepare to step down from RMCF’s Board, I felt it was
important to share with you how excited I am for RMCF’s future. We
have an incredible leadership team that has led our Company through
a challenging pandemic. We produce what I strongly believe are the
world’s best chocolate and confection products. And we have
nominated a talented group of directors to help lead and guide our
Company’s transformative next chapter.
This is an
important moment for our Company. RMCF’s Board and leadership team are taking
decisive and disciplined action to execute our transformation
strategy and accelerate the Company’s growth. We have put forward
director nominees who possess the mission-critical skills
specifically suited to guide RMCF’s strategy to build on our
position as an omnichannel retailer, franchiser and manufacturer of
premium, handcrafted chocolates and confections. We continue to be
focused on delighting our millions of consumers around the world as
we best serve all of our stakeholders. We remain confident that the
plan and strategic actions we are implementing will benefit our
franchisees and our team members, and drive increasing value for
all RMCF stockholders.
I write to ask you to vote today, on the WHITE proxy card,
for all of RMCF’s director nominees for election at the 2021 Annual
Meeting of Stockholders (the “Annual Meeting”), to be held on
October 6, 2021.
RMCF IS TAKING DECISIVE AND FORWARD-LOOKING ACTIONS TO
INCREASE VALUE FOR ALL STOCKHOLDERS
Our Board and leadership team continue to execute a
transformational and innovative strategic plan at
RMCF, focused on driving
growth, increasing revenue and profitability, maximizing value for
stockholders and continuing to deliver premium products and
memorable experiences our customers love.
We have completed the
first phase of a brand refresh that, once complete, we expect will be
transformational for RMCF. RMCF’s store-level performance
continues to be strong, and
we are excited for customers to experience our refreshed brand
vision as retail stores reopen and we return to normal operations.
Future phases of our brand refreshment plan will include new
displays to drive sales at our retail stores and innovative
packaging enhancements. Once complete, our redesigned packaging
will be a critical aspect of our strategic focus on gift
boxes and gift assortments.
We believe our gift box and packaging strategy initiatives will
help RMCF reach new customer segments, deepen brand loyalty to RMCF
and drive additional sales to our retail stores.
RMCF is expanding
its e-commerce and digital capabilities, and new and recently added Board members have
the product innovation, technology and digital platforms expertise
to support this initiative. We are innovating and integrating our
online and brick-and-mortar sales efforts as we
accelerate our omnichannel transformation, and we are developing new distribution
channels to expand RMCF’s customer reach, including through
direct-to-consumer and
other third-party retail or e-commerce partners. We believe that
expanding our distribution will increase utilization and
profitability at our manufacturing facility, which is the
largest facility in the U.S. dedicated to the production of
handcrafted chocolates and confections. As we add production and execute our plan,
with the support of RMCF’s strong director nominees, we believe we
can achieve our goals of adding new franchised units and driving
growth through our digital, e-commerce and omnichannel
transformation. Achieving these elements of our plan would
have a measurable benefit to RMCF’s revenue and
profitability and will drive further growth.
As a result of our recent
settlement with Immaculate Confection we have received a
significant new order as a start to rebuilding their purchases,
which has historically generated close to $1 million in annual
sales. This positive development is creating real value for our
Company and our stockholders. We expect new business with
Immaculate Confection will contribute to increased utilization at
our Durango facility, improving our profitability and helping us
expand our international franchise network. We are confident that
our current working relationship with Immaculate Confection will
allow us to further develop the Canadian market. Management has
also been conducting meaningful discussions with Immaculate
Confection to explore ways we can further integrate or possibly
consolidate our North American operations, expand on their success
in developing exceptional packaging lines, and deepen our
relationship and grow our business together. This is an
exciting example of RMCF’s strategy in action.
RMCF’S DIRECTOR NOMINEES BRING STRONG SKILLS, SIGNIFICANT
DIVERSITY AND FORWARD-LOOKING EXPERTISE TO GUIDE OUR GROWTH
STRATEGY
RMCF has nominated a slate of
director nominees that bring the mission-critical skills,
experience and backgrounds necessary to drive the Company’s
transformation strategy and enhance value for all stakeholders. We
have thoughtfully refreshed the Company’s Board and, upon election
at the Annual Meeting, five of six directors will be independent.
Our nominees have public company leadership and Board experience
and 50% of our Board will be diverse by race, ethnicity or
gender.
VOTE TODAY for this majority-independent, diverse and skilled
Board for RMCF:
Rahul Mewawalla,
independent
Chairperson.
Mr. Mewawalla has deep
expertise across digital platforms, product innovation and
technology to support the Company’s transformational growth
strategy.
- Digital Platforms
- Product Innovation and E-Commerce
- Transformation and Growth Expertise
Bryan Merryman, Chief Executive Officer and
director.
Mr. Merryman provides
significant value and insights to the Board with his extensive
knowledge of the Company and broad confectionery industry
expertise.
- Confectionery Leadership
- Franchising
- Consumer Insights
Brett Seabert, independent
director.
Mr. Seabert is a certified
public accountant with significant executive leadership, financial
services and accounting experience.
- Accounting
- Institutional Board Knowledge
- Investment Oversight
Jeffrey Geygan, independent
director.
Mr. Geygan is one of the
Company’s largest stockholders and has decades of investment
management and operational turnaround experience.
- Public Company Experience
- Investment Management
- Turnaround Strategy
Elisabeth Charles,
independent
director nominee.
Ms. Charles has deep
marketing, branding, omnichannel and consumer industry
experience.
- Public Company Experience
- Omnichannel / Digital Marketing
- Brand Refreshment
Gabriel Arreaga,
independent
director nominee.
Mr. Arreaga has robust
operations, procurement and supply chain experiences across the
retail and consumer goods sectors.
- Corporate Strategy
- Supply Chain & Manufacturing
- Retail / CPG Operations
RMCF CONTINUES TO BE FINANCIALLY AND OPERATIONALLY
ROBUST
RMCF continues to perform well
financially and operationally. Our balance sheet is strong, as it
has been for many years, and we continue to experience improving
free cash flow as we come out of the pandemic. The Company has
returned nearly $63 million to stockholders over the past two
decades, through a combination of cash dividends and open market
stock purchases, representing approximately $10.37 per share, based
on current shares outstanding. We have a strong balance sheet and
no debt, creating a strong financial foundation as we continue to
implement our transformation plan. The last 18-months have been
unprecedented, but because of the disciplined decisions our
leadership team and Board have made, RMCF remains very well
managed and poised for growth.
VOTE THE WHITE PROXY CARD TODAY
FOR ALL OF THE BOARD'S
NOMINEES
RMCF’S NOMINEES WILL SERVE THE INTERESTS OF ALL STOCKHOLDERS
AS WE DRIVE GROWTH AND INCREASE STOCKHOLDER VALUE
As we celebrate RMCF’s 40th
year anniversary this year, I believe the best years for the
Company are ahead as we drive transformative innovation, growth and
focus on delighting our consumers around the world.
I am incredibly excited about
the next chapter of growth and innovation for RMCF. The strong
slate of directors nominated by the Company brings the diverse,
mission-critical skills necessary to execute our strategic plan and
maximize value for all stockholders. Thank you very much for your
investment in Rocky Mountain Chocolate Factory and your ongoing
support.
Sincerely, Franklin Crail RMCF Co-Founder
Your
vote is important, no matter how many shares you
own.
If you
have any questions about how to vote your shares, or need
additional assistance, please contact the firm assisting us in the
solicitation of proxies:
Georgeson LLC 1290 Avenue of the Americas, 9th Floor New
York, New York 10104 (888) 658-5755 (Toll Free)
Please
refer to the enclosed WHITE proxy card for information on how to
vote by telephone or by Internet, or simply complete, sign and date
the WHITE proxy card and return it TODAY in the postage-paid
envelope provided.
About Rocky Mountain Chocolate Factory, Inc.
Rocky Mountain Chocolate
Factory, Inc., headquartered in Durango, Colorado, is an
international franchiser of gourmet chocolate, confection and
self-serve frozen yogurt stores and a manufacturer of an extensive
line of premium chocolates and other confectionery products. The
Company, its subsidiaries and its franchisees and licensees operate
more than 300 Rocky Mountain Chocolate Factory and self-serve
frozen yogurt stores across the United States, South Korea, Qatar,
the Republic of Panama, and The Republic of the Philippines. The
Company's common stock is listed on the Nasdaq Global Market under
the symbol "RMCF."
Important Additional Information and Where to Find It
This communication relates to
the 2021 Annual Meeting of Stockholders (the "Annual Meeting"). In
connection with the Annual Meeting, Rocky Mountain Chocolate
Factory, Inc. (the "Company" or "RMCF") filed a definitive proxy
statement on Schedule 14A, an accompanying WHITE proxy card and
other relevant documents with the Securities and Exchange
Commission (the "SEC") on September 9, 2021 in connection with the
solicitation of proxies from stockholders for the Annual Meeting.
The definitive proxy statement and a form of WHITE proxy were first
mailed or otherwise furnished to the stockholders of the Company on
September 9, 2021, as supplemented on September 20, 2021.
BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT IN ITS
ENTIRETY AND ANY OTHER DOCUMENTS TO BE FILED AS SUPPLEMENTED ON
SEPTEMBER 20, 2021 WITH THE SEC IN CONNECTION WITH THE ANNUAL
MEETING OR INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY
STATEMENT, IF ANY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE ANNUAL MEETING. This communication is not a substitute
for the definitive proxy statement or any other document that may
be filed by the Company with the SEC. Investors and stockholders may obtain a copy
of the documents free of charge at the SEC's website at
www.sec.gov, and
in the "SEC Filings" section of the of the Company's Investor
Relations website at www.rmcf.com/Investor-Relations.aspx
or by contacting the Company's
Investor Relations department at (970) 375-5678, as soon as
reasonably practicable after such materials are electronically
filed with, or furnished to, the SEC. In addition, the documents
(when available) may be obtained free of charge by directing a
request by mail or telephone to: Rocky Mountain Chocolate Factory,
Inc., 265 Turner Drive, Durango, Colorado 81303, Attn: Secretary,
(970) 259-0554.
Certain Information Regarding Participants to the
Solicitation
The Company, its directors and
certain of its directors, director nominees, executive officers and
members of management and employees of the Company and agents
retained by the Company are participants in the solicitation of
proxies from stockholders in connection with matters to be
considered at the Annual Meeting. Information regarding the
Company's directors, director nominees and executive officers, and
their beneficial ownership of the Company's common stock is set
forth in the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 2021, filed with the SEC on June 1, 2021,
as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on
June 28, 2021, and in the definitive proxy statement. Changes to
the direct or indirect interests of the Company's directors and
executive officers are set forth in SEC filings on Initial
Statements of Beneficial Ownership on Form 3, Statements of Change
in Ownership on Form 4 and Annual Statements of Changes in
Beneficial Ownership on Form 5. These documents are available free
of charge as described above.
Forward-Looking Statements
This press release includes
statements of the Company's expectations, intentions, plans and
beliefs that constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
and are intended to come within the safe harbor protection provided
by those sections. These forward-looking statements involve various
risks and uncertainties. The nature of the Company's operations and
the environment in which it operates subjects it to changing
economic, competitive, regulatory and technological conditions,
risks and uncertainties. The statements, other than statements of
historical fact, included in this press release are forward-looking
statements. Many of the forward-looking statements contained in
this press release may be identified by the use of forward-looking
words such as "will," "intend," "believe," "expect," "anticipate,"
"should," "plan," "estimate," "potential," or similar expressions.
Factors which could cause results to differ include, but are not
limited to: the impact of the COVID-19 pandemic and global economic
conditions on the Company's business, including, among other
things, online sales, factory sales, retail sales and royalty and
marketing fees, the Company's liquidity, the Company's cost cutting
and capital preservation measures, achievement of the anticipated
potential benefits of the strategic alliance with Edible
Arrangements®, LLC and its affiliates ("Edible"), the ability to
provide products to Edible under the strategic alliance, Edible's
ability to increase the Company's online sales, changes in the
confectionery business environment, seasonality, consumer interest
in the Company's products, general economic conditions, the success
of the Company's frozen yogurt business, receptiveness of the
Company's products internationally, consumer and retail trends,
costs and availability of raw materials, competition, the success
of the Company's co-branding strategy, the success of international
expansion efforts and the effect of government regulations.
Government regulations which the Company and its franchisees and
licensees either are, or may be, subject to and which could cause
results to differ from forward-looking statements include, but are
not limited to: local, state and federal laws regarding health,
sanitation, safety, building and fire codes, franchising,
licensing, employment, manufacturing, packaging and distribution of
food products and motor carriers. For a detailed discussion of the
risks and uncertainties that may cause the Company's actual results
to differ from the forward-looking statements contained herein,
please see the "Risk Factors" contained in Item 1A. of the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 2021, as amended. Additional factors that might cause
such differences include, but are not limited to: the length and
severity of the current COVID-19 pandemic and its effect on among
other things, factory sales, retail sales, royalty and marketing
fees and operations, the effect of any governmental action or
mandated employer-paid benefits in response to the COVID-19
pandemic, and the Company's ability to manage costs and reduce
expenditures and the availability of additional financing if and
when required. These forward-looking statements apply only as of
the date hereof. As such they should not be unduly relied upon for
more current circumstances. Except as required by law, the Company
undertakes no obligation to release publicly any revisions to these
forward-looking statements that might reflect events or
circumstances occurring after the date of this press release or
those that might reflect the occurrence of unanticipated
events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210928005675/en/
Media Contacts: Dan
Scorpio / Jake Yanulis Abernathy MacGregor amg-rmcf@abmac.com (212) 371-5999
Investor Contact: William P. Fiske Georgeson LLC (212) 440-9128
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