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July 7, 2014
13:48 EDTBOBESandell says offer to settle proxy contest rejected by Bob Evans
Tom Sandell, CEO of Sandell Asset Management Corporation, one of the largest shareholders of Bob Evans Farms, provided the following commentary to shareholders of Bob Evans in order that they may be fully informed of what, in Sandell’s opinion, is the entrenchment and irresponsible spending of Chairman and CEO Steven Davis and his Board of Directors. "In our attempt to save shareholders further expense, we have sought once again to reach an amicable resolution to the pending proxy contest at Bob Evans. To that end, we submitted a balanced proposal to the company’s representatives that did not require a commitment to any particular action but rather a comprehensive review of all strategic alternatives to be conducted by an investment bank other than the company’s long-time financial advisor, whose financial advice we believe has provided convenient cover to the Board for dismissing the many paths of value creation presented to the company in the last year. Furthermore, our proposal contemplated the replacement of only certain specific 'legacy' Directors on the Board, when in fact we believe that most and possibly all legacy Directors need to be replaced...In spite of the litany of concerns that we have regarding Bob Evans and the expenses that the company continues to incur at the hands of this current management and Board of Directors, the eight independent and highly-qualified candidates that we have nominated to the Board remain enthused at the prospect of helping turn around a company with such valuable assets and such an iconic brand name as Bob Evans. The response that these nominees have received from investors and the broader investment community has been resoundingly positive and if they are elected at the upcoming Annual Meeting they can begin to implement the many changes necessary to enhance long-term value for all shareholders. Although the Annual Meeting date has not been publicly announced, we believe that the record date has been set for July 3 and soon the shareholders will have the opportunity to decide."
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