Sets the
Record Straight for Stockholders by Highlighting AB Value’s
Misleading Public Statements, Self-Serving Behavior and Track
Record of Value Destruction
AB Value-Led
Dissident Group Has Presented a Superficial and Ineffective Plan
for RMCF
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 issued the
following statement to the Company’s stockholders to set the record
straight regarding the repeated misleading claims and inaccurate
statements disseminated by the dissident group led by AB Value
Management LLC (“AB Value”).
“Do not be misled by the
numerous inaccurate claims and slanted information the dissident
group continues to disseminate publicly. The simple facts are that
they have only presented a superficial and ineffective plan for
RMCF, lack the expertise to create value for stockholders and are
pursuing a self-serving public contest at your expense. We believe
it is unacceptable that they would ask stockholders for majority
control of your Board without a plausible, detailed plan to grow
the Company and serve your best interests.
“As yet another example of the
dissident group’s misleading and disingenuous approach, their
public statements continue to misrepresent RMCF’s relationship with
Immaculate Confection, operator of RMCF’s Canadian master franchise
network. Here are the facts: We now have a good working engagement,
after resolving this dispute in early August, and we are working
productively with Immaculate Confection to generate new business
opportunities for RMCF. The dissident group’s Andrew Berger knows
this because he voted on August 4 to approve the settlement.
Further, as he aware – or should be aware – RMCF owns the
intellectual property for Canada, making his false claims about the
design of the Toronto Pearson International Airport location even
more puzzling. Why is he misleading stockholders about a decision
he voted for? We believe stockholders deserve better.
“Moreover, the Company is very
concerned about Mr. Berger’s destructive and ill-fated track record
with retail and consumer companies where he has taken control. As
one example, he took control of the Board of sandwich chain Cosi,
installed himself as CEO despite having no relevant industry nor
operational experience, and guided that company to file for
bankruptcy. We do not believe that this is a stockholder-friendly
group that will serve the interests of all stockholders.
“It is disappointing that the
dissident group has pursued a misleading public campaign, instead
of seriously engaging with our numerous good-faith efforts to find
a mutually agreeable resolution. The dissident group has made
numerous false claims, filed a baseless lawsuit and continued to
spread disinformation, all concerning examples of self-serving and
self-interested behavior. Remember, the dissident group’s Mr.
Berger has been on the RMCF Board since January 2020 and his firm
received $290,000 from the Company in a 2019 settlement agreement,
yet he has still failed to produce any effective operational plans
or strategic insights since.
“The dissident group’s
proposal is destructive for stockholder value, will be costly to
the Company and proposes no effective strategies nor solutions. The
current Board has already made several significant structural and
strategic changes, even while having to spend energy and resources
on this unnecessary contest. The Board is committed to further
steps as we continue to focus on increasing value for
stockholders.”
Your vote is important, no
matter how many shares you own. Please discard any blue proxy cards
you may receive. If you have already returned a blue proxy card,
you can change your vote simply by voting by telephone, via the
Internet or by signing, dating and returning a WHITE proxy card
today.
RMCF is committed to enhancing
stockholder value and acting in the best interest of ALL
stockholders. 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 Company’s proxy statement
and other important information related to its 2021 Annual Meeting
of Stockholders can be found on the SEC's website at www.sec.gov
and on the Company's website at rmcf.com/SEC-Filings.
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 Annual Meeting. In connection with the Annual Meeting, the
Company 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/20210929005513/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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