Sandell Asset Management Corporation (“Sandell”), one of the largest shareholders of Bob Evans Farms, Inc. (“Bob Evans” or the “Company”), responded today to the Company’s announcement of its appointment of three new members to the Board of Directors (the “Board”) of Bob Evans.
Tom Sandell, CEO of Sandell Asset Management Corporation, stated: “We believe that today’s announcement is a half measure taken as a knee-jerk reactionary step once the Company felt the pressure of shareholders and the spotlight of public opinion trained on them following the announcement of Sandell’s highly-qualified and experienced independent slate of Directors. In our view, this is yet another cynical attempt by the Board of Directors of Bob Evans to pose as a Company that embraces good governance after forcing shareholders to suffer years of under-performance under the supervision of what we view as a stale and entrenched Board. We would remind shareholders that this is the second time in recent months that even basic change has occurred only after outside actions put pressure on the Board to react. This follows the Company reversing in January an improper Bylaw amendment made unilaterally by the Board that severely limited the ability of shareholders to effect change, but only after having litigation brought by two shareholders. Today’s announcement is, in our view, simply too little, too late.
“Importantly, we do not believe that the three new Directors proposed by Bob Evans have expertise to favorably compare to that of our nominees and that we believe the Board so desperately needs. Our slate of nominees for Directors includes three former restaurant CEOs with decades of industry experience and impressive track records of success directly applicable to the core business of Bob Evans. It also consists of individuals with skill sets and expertise in other key areas that we believe are essential for turning around Bob Evans, such as corporate governance, restructuring and real estate. As a result, we are convinced that our slate will more effectively and rapidly drive the strategic, operational and financial change that we see as needed at the Company to deliver value to shareholders.