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Bob Evans Board Describes Sandell Proposals As 'Short-Sighted, Unsustainable And Not In The Best Interests Of All Stockholders'

Stock quotes in this article: BOBE

NEW ALBANY, Ohio, Aug. 1, 2014 (GLOBE NEWSWIRE) -- Bob Evans Farms, Inc. (Nasdaq:BOBE) has mailed a letter to the Company's stockholders discussing the Board of Directors' determination that proposals made by Sandell Asset Management are "short-sighted, unsustainable and not in the best interests of all stockholders."

In the letter, Lead Independent Director Michael Gasser and Chairman and Chief Executive Officer Steven Davis, on behalf of the Board of Directors, urged stockholders to elect the nominees recommended by the Board. They noted that after carefully evaluating the ideas presented by Sandell, the Board has concluded that: "1) BEF Foods is an important component of the Company's long-term growth plan, and disposing of it immediately would not maximize stockholder value; 2) Based on our analysis, Sandell's rationale for a sale-leaseback of the BER real estate assets is flawed; and 3) Sandell's share repurchase demands are based on what we believe are unrealistic assumptions. Bob Evans, meanwhile, has consistently and responsibly returned more than $800 million of capital to its stockholders since FY 2007, including a total of $225 million of stock repurchases in FY 2014."

The Board urged stockholders to submit their voting instructions on the WHITE proxy card to elect the Board's slate of director nominees at the Company's Annual Meeting on August 20, 2014.

Complete text of the letter follows:

Bob Evans Farms

July 31, 2014

Dear Fellow Stockholder,

At your Company's 2014 Annual Meeting, we believe you will have a clear choice: You can elect the Board's nominees, who support Bob Evans' sound growth strategy, or you can turn control of your Company over to nominees proposed by Sandell Asset Management, an activist investor pushing a flawed economic agenda. Your Board has determined that the Sandell agenda would jeopardize long-term, sustainable value creation and that it is NOT in the best interests of the Company and its stockholders. We strongly urge you to protect the value of your investment and submit your voting instructions on the WHITE proxy card today FOR ALL of your Board's nominees.

Your Board's proposed slate is highly qualified and open-minded, and is committed to a strategy that is sustainable, disciplined and responsible. Your Board will continue to: 1) drive the profitable growth of the existing businesses, 2) employ a balanced approach to investment and the return of meaningful capital to stockholders, and 3) regularly and proactively review strategy, while continually engaging with stockholders.

Under your Board's leadership, Bob Evans has a strong record of investing in its businesses (including $644 million of capex invested in our current businesses since FY2007) AND returning capital to stockholders in a prudent and consistent way. Consider these facts:

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