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Bob Evans Farms Again Corrects The Record On The Company's Good Faith Attempts To Work With Sandell Asset Management To Settle Proxy Fight

Stocks in this article: BOBE

NEW ALBANY, Ohio, July 7, 2014 (GLOBE NEWSWIRE) -- Bob Evans Farms, Inc. (Nasdaq:BOBE) today provided the following information for stockholders to help ensure they are fully aware of the Company's good faith efforts with respect to settlement discussions with Sandell Asset Management Corp. and its affiliates.

"Sandell today chose to issue a press release omitting details of both Sandell's and the Company's actual proposals to settle the proxy contest, which was initiated by Sandell," said Steven A. Davis, Chairman and CEO of Bob Evans. "Sandell did not disclose that its latest proposal would have required, among other things, that two-thirds of the Board and its entire Finance Committee be comprised of either new directors or directors with only recent experience with the Company's business operations, strategy and customers. Under Sandell's, proposal, only two of the Board's eleven independent directors would have had more than three years of experience with the Company. Additionally, Sandell demanded that the Company reimburse up to $2 million of Sandell's expenses."

The Board does not believe the Sandell proposal is in the best interests of all stockholders. Moreover, stockholders should be aware that contrary to what Sandell says, the Board has continued to try to reach a constructive resolution to avoid a costly and divisive proxy contest. Rather than responding in good faith to the Board's latest proposal, Sandell simply issued a press release more telling in its omissions than its facts. As disclosed in June, the Board proposed to Sandell to name two of Sandell's nominees to the Board and to have them join the Finance Committee, which would be charged with undertaking a full review of the Company's strategy. However, Sandell rejected this offer, proposing instead that the Company not only name four of the Sandell director nominees to the Board, but also require that the Board, without any further review, commit to implement Sandell's full agenda, including all of Sandell's financial proposals.

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