New York hedge fund Sandell Asset Management is working with outside PR and proxy firms as it targets the board of eatery chain Bob Evans Farms.
BEF owns 562 restaurants in 19 US states and markets refrigerated foods, as well, chalking up $1.6B in fiscal 2013 revenues. The company in June delayed release of its fourth-quarter earnings by three weeks, citing tax and accounting issues. It named a new chief financial officer last week.
Sandell is working with Sloane & Company on the PR front and MacKenzie Partners to woo proxies. The hedge fund has pushed Bob Evans to expand its board and is offering a slate of eight candidates for the 12-member body ahead of its annual meeting later this month.
BEF, which works with Kekst and Company and Innisfree M&A for PR and proxy help, is offering its own slate of 10 directors and says it made several good faith attempts to work with Sandell and meet its nominees to avoid a proxy contest. The company added that Sandell "has spurned all of these efforts."
"We are disappointed that Mr. Sandell has not joined us in a constructive approach, but I want to assure all of our stockholders that the board remains open to pursuing a solution that will avoid a costly and divisive proxy contest," chairman and CEO Steve Davis said.
Sandell counters that BEF is obfuscating. "In our view, Bob Evans is doing nothing more than trying to appear as if they are willing compromise," Sandell chief Tom Sandell said, adding that his firm is willig to work with BEF on its "significant problems." He called BEF's offer of two board seats a "token" and "meaningless effort designed to be rejected."
Sloane CEO Elliot Sloane and SVP Dan Zacchei represent Sandell.
Bob Evans VP of IR Scott Taggart said the company has a longstanding relationship with Kekst and Innisfree. Margaret Standing is director of corporate communications.