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Bob Evans Farms Reports Offers To Sandell Asset Management To Settle Proxy Fight

NEW ALBANY, Ohio, June 26, 2014 (GLOBE NEWSWIRE) -- Bob Evans Farms, Inc. (Nasdaq:BOBE) said today it has filed with the Securities and Exchange Commission its preliminary proxy statement in connection with its 2014 Annual Meeting of Stockholders. The Company also reported that it has made several good faith attempts to work with Sandell Asset Management and its affiliates to arrive at a constructive settlement to avoid a costly and divisive proxy contest. It said that, unfortunately, Sandell has spurned all of these efforts.

The Company also announced today that the Board has determined that, notwithstanding the previously announced retirement of Larry Corbin and Robert Lucas from the Board immediately prior to the Annual Meeting, the size of the Board will remain at twelve directors. The Board has nominated a slate of ten directors for election for the available twelve seats at the Annual Meeting, and it expects that two nominees who were not nominated by the Board will be elected at the Annual Meeting. Since Sandell is the only stockholder that has notified the Company of an intention to nominate directors for election at the Annual Meeting by the applicable deadline, the election of all of Bob Evans' ten director nominees would still provide for the remaining two Board seats to be filled by two of the Sandell nominees.

As reported in the proxy material, on June 3, 2014, the Company proposed to Sandell, through Mr. Sandell's representatives, to name two of Sandell's nominees to the Board, and to have them join the Finance Committee of the Board, which would be charged with undertaking a full review of the Company's strategy. However, Mr. Sandell rejected this offer, proposing instead that the Board not only name four of his director nominees to the Board, but also require that the Board, before any further review, commit to implement Sandell's full agenda, including all of Sandell's financial proposals.

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