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UPDATE: Sandell Issues Release Commenting on Bob Evans Decision to Postpone Earnings

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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”), commented on the recent announcement that the Company would
be delaying its Fiscal 2014 Full-Year and Fourth-Quarter earnings release date
from June 17, 2014 to July 8, 2014.

“The decision by Bob Evans to delay its earnings release due to 'weaknesses in
internal controls', which we believe relate to matters that should have been
resolved some time ago, is further clear evidence of a management team that is
incapable of effectively running the Company. We are also deeply concerned
that it may reflect a desperate and underhanded attempt to disenfranchise
shareholders. In fact, we find it highly suspicious that Bob Evans has
scheduled this release for a day shortly after July 3, which we believe is the
record date for the Company's 2014 Annual Meeting. Given the past track record
of poor governance established by this current Board, it is difficult for us
to take this latest excuse at merely face-value, as it may instead reflect an
attempt to prevent investors intent on holding the Board accountable from
availing themselves of the true financial picture of the Company prior to the
record date.

“In light of this disclosure, which likely relates to matters dating back to
those initially disclosed in the Company's 10-K for the fiscal year ended
April 26, 2013, we believe that Eileen Mallesch, the Chairperson of the Audit
Committee, should immediately resign from the Board of Directors. We note that
the Company had spent approximately $1.8 million in the first six months of
Fiscal 2014 on 'additional professional expenditures primarily related to
ongoing material weaknesses and remediation related activities', an amount
that has surely increased. This is yet further evidence of the very real
economic damage that has been incurred as a result of Board members that in
our opinion have been clearly incapable of providing effective oversight,
a fact that will not be lost on institutional and other investors assessing
governance matters.

“Irrespective of what we view as the Company's attempt to inject confusion
into the election process, we look forward to the upcoming 2014 Annual
Meeting, where we intend to solicit proxies and seek the election of the eight
new, highly-qualified, and independent candidates that we have nominated to
the Board of Directors of Bob Evans so that they may begin to implement
immediate and positive change at the Company and exert the oversight that Bob
Evans urgently needs. In recent weeks we have heard an overwhelmingly positive
response from shareholders and other members of the investment community to
the depth and quality of these proposed director nominees. We note that of
these eight nominees, three are former restaurant CEOs with decades of
relevant industry experience, and each of these eight nominees possesses
unique skill sets that we see as necessary to deliver long-term value to the
shareholders of Bob Evans.

“We remain firmly convinced of the significant value that could be delivered
to shareholders if the Board is re-constituted with fresh, truly-independent
Directors. We highlight the fact that a direct competitor to BEF Foods, The
Hillshire Brands Company ('Hillshire'), was recently the subject of an intense
bidding war that resulted in a final offer valuing Hillshire at 16.7x EBITDA.
Furthermore, we have now heard from a fifth multi-billion dollar real estate
investment firm that has indicated its interest in the owned real estate of
Bob Evans, in addition to the previously-articulated four other approaches
that we received, the most recent of which would value the real estate
associated with the Company's 482 wholly-owned restaurants and other
properties at more than $900 million, which is approximately 75% of the
Company's entire market value.

“Notwithstanding this Company's attempts to obstruct what we view as the will
of the shareholders, we remain willing to engage in good faith and
constructive dialogue should Bob Evans genuinely wish to seek a comprehensive
solution that would contemplate the addition of these highly-qualified
nominees, who have experience in restaurants, marketing, finance, strategy,
governance, and real estate, to the Company's Board. Should the Company
instead prefer to engage in further misdirection in its futile attempt to
distract shareholders from the real issues – namely the underperformance and
lack of accountability that we believe has been demonstrated under the
leadership of Chairman and CEO Steven Davis and his Board – then we will be
more than happy to let the shareholders vote to decide the right individuals
to lead this Company in the future.”

Posted-In: News Management Press Releases


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