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Sandell’s Latest Offer To Settle Proxy Contest Rejected By Bob Evans

Stocks in this article: BOBE

Tom Sandell, CEO of Sandell Asset Management Corporation (“Sandell”), one of the largest shareholders of Bob Evans Farms, Inc. (NASDAQ: BOBE) (“Bob Evans” or the “Company”), today 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 (the “Board”).

“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.

“The Company’s response to our proposal was in our opinion wholly unacceptable and confirms to us this Board’s refusal to embrace any meaningful change. In addition to Bob Evans offering to accept relatively insignificant Board representation from the highly-qualified candidates that we have nominated, along with the Company’s refusal to remove any specific legacy Directors, particularly telling was the Company’s refusal to commit to hiring a new financial advisor. Also of note was the Company’s refusal to commit to the separation of the roles of Chairman and CEO, as we find that Bob Evans, perhaps more than any other public company that we are aware of, needs a governance structure that provides for true management accountability.

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