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Three Major Proxy Advisory Services Concur In Not Recommending A Change In Control At Bob Evans

Stocks in this article: BOBE

Glass Lewis Does Not Recommend Ceding Control of the Bob Evans Board to Sandell Nominees

Bob Evans Board Strongly Disagrees With Glass Lewis Recommendation for a 50/50 Board Split

NEW ALBANY, Ohio, Aug. 11, 2014 (GLOBE NEWSWIRE) -- The Board of Directors of Bob Evans Farms, Inc., (Nasdaq:BOBE) said today it is pleased that Glass Lewis, like the other advisory services, ISS and Egan Jones, did not recommend in favor of giving Sandell Asset Management's nominees Board control at the Company's annual meeting on August 20 th. It said, however, that it strongly disagrees with the Glass Lewis recommendation that would result in a 50/50 Board split. 

"We are pleased that a third advisory service has concurred in not recommending that Sandell Asset Management nominees take control of the Board," said Bob Evans Lead Independent Director Michael Gasser. "We are nevertheless concerned that splitting the Board down the middle, as suggested by Glass Lewis, would create the potential for a sharply divided Board that would be challenged to agree on the best strategy and direction for the Company. By contrast, a Board comprised of the 10 directors nominated by the Board and two directors from among the nominees put forward by Sandell, as proposed by the Company's Board, would result in a highly qualified independent Board that would remain open-minded and continue to consider all options to enhance shareholder value in a prudent and responsible way. 

"By voting the WHITE proxy card to elect the Board's nominees, stockholders can affirmatively reject Sandell's efforts to give control of the Board to his hand-selected nominees. We strongly urge stockholders to ensure that Sandell's nominees do not gain Board control by submitting their voting instructions on the WHITE proxy card ' FOR ALL' of the Company's nominees to the Board.

"For the past year, Sandell has pushed what we believe is a short-sighted unsustainable economic agenda, with demands that include: 1) the divestiture of BEF Foods now – before the Company can fully realize the benefits of its transformational investments, 2) the sale-leaseback of BER's real estate, which would cause the Company to forfeit strategic control of valuable assets while burdening Bob Evans with significant annual rising rents that ratings agencies treat as debt, and 3) a rapid and large leveraged share repurchase. The Board views the Sandell agenda as fundamentally irresponsible and is deeply concerned that a Board dominated by a large bloc of Sandell nominees would be pressed to pursue such a course."

Mr. Gasser noted that the Glass Lewis report expressly stated that, "the [B]oard and management team are in the best position to decide whether these transactions are in the best interests of the Company and its shareholders." Mr. Gasser continued, "We have repeatedly emphasized that, while we have subjected our financial and strategic plans to rigorous review on a regular basis, including in consultation with independent financial advisors, and are confident that we are on the right course, we are not so captivated by our own ideas that we do not welcome fresh thinking.

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