Rocky Mountain Chocolate
Factory, Inc. RMCF, today announced that it is aware of a
Schedule TO filed with the U.S. Securities and Exchange Commission
(the "SEC") by PST Capital Group Ltd. ("PST") after the close of
market trading on December 18, 2012. The Schedule TO claims that PST
has made an offer to RMCF's Board of Directors (the "Board") to
acquire all outstanding shares of RMCF's common stock for $13.50 per
share (the "Offer").
There are numerous issues that RMCF has discovered with respect to
the Offer. First, while the Schedule TO claims that an offer has been
made to RMCF's Board, in fact RMCF previously received an unusual
letter from PST addressed to RMCF's shareholders (the "Letter"). The
envelope in which the letter was received was handwritten and
addressed to RMCF's Chairman of the Board, Franklin Crail, though Mr. Crail's name was misspelled as "Krail". Furthermore, the return
address listed a well-known law firm. However, this law firm
confirmed by email that they do not represent PST.
Finally, Internet searches for PST and the contact person listed in
the Letter returned no information, and the address for PST listed in
the Schedule TO appears to be to Speedy Parcel Post, a mailbox and
shipping store in London. Similarly, Internet searches for the legal
counsel listed on the Schedule TO, William Hogan of Lauby & Hogans
LLP, returned no information. The address listed for the law firm
appears to be a Pacific Mail mailbox store in Irvine, CA.
In the event that RMCF's Board determines that the approach by PST
reflected in the Offer is credible, the Board will consider the
matter with its legal and financial advisors to determine an
appropriate response to PST, and the Board will communicate further
with RMCF's shareholders in due course. RMCF has also notified the
SEC, FINRA and Nasdaq regarding the unusual nature of the Offer.
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