Bob Evans Farms, Inc.
BOB EVANS FARMS INC (Form: DEFA14A, Received: 09/19/2017 17:31:46)





Washington, D.C. 20549




(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



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  Definitive Proxy Statement
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  Soliciting material pursuant to §240.14a-12

Bob Evans Farms, Inc.

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An update from Bob Evans Farms

Dear partners,

We are reaching out with exciting news. Today, we announced that Bob Evans Farms will be acquired by Post Holdings, a leading consumer packaged goods company headquartered in St. Louis, Missouri. Post Holdings has a broad and successful portfolio of brands – from cereals, granola and protein shakes and bars to egg, potato, cheese and pasta – so our companies are a strong, complementary fit.

The press release announcing this transaction, which includes more information on Post Holdings, is attached for your reference.

We expect the acquisition to be complete in the first calendar quarter of 2018, subject to regulatory review and approval by Bob Evans stockholders. Once the transaction has closed, the plan is to combine the existing Post retail refrigerated egg, potato and cheese business with ours, establishing a refrigerated retail business within Post that will be led by me as President and CEO of Bob Evans Farms. Our foodservice business will be combined with Michael Foods’ commercial foodservice business to form a new foodservice business within Post that will be led by Jim Dwyer, President and CEO of Michael Foods.

I want to assure you this news has no effect on our existing supplier contracts. It is business as usual and your relationship with Bob Evans Farms will remain the same. If you have any questions about today’s announcement, please feel free to reach out to your regular Bob Evans Farms point of contact or directly to me.

Thank you for your continued service and support.

Best regards,

Mike Townsley

President and CEO of Bob Evans Farms, Inc.

(614) 257-9216

Additional Information and Where to Find It

In connection with the proposed merger, Bob Evans intends to file a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”). BOB EVANS STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, INCLUDING ANY DEFINITIVE PROXY STATEMENT, FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy statement will be mailed to stockholders of Bob Evans. Investors and security holders will be able to obtain the documents (when they become available) free of charge at the SEC’s website, In addition, stockholders may obtain free copies of the documents (when they become available) at the Bob Evans website,, under the heading “Investors.”

Participants in the Solicitation

Bob Evans, Post and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Bob Evans in connection with the proposed merger. Information regarding Post’s directors and executive officers is included in Post’s Annual Report on Form 10-K for the year ended September 30, 2016, filed with the SEC on November 18, 2016 and the proxy statement for Post’s 2017 Annual Meeting of Shareholders, filed with the SEC on December 8, 2016. Information regarding Bob

Evans’ directors and executive officers is included in the Bob Evans Annual Report on Form 10-K for the fiscal year ended April 28, 2017, filed with the SEC on June 15, 2017 and the proxy statement for Bob Evans’ 2017 Annual Meeting of Stockholders, filed with the SEC on July 14, 2017. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed merger will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

Certain matters discussed in this document are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made based on known events and circumstances at the time of release, and as such, are subject to uncertainty and changes in circumstances. These statements may be identified from the use of forward-looking terminology such as “anticipates,” “believes,” “may,” “should,” “could,” “potential,” “continues,” “plans,” “forecasts,” “estimates,” “projects,” “predicts,” “would,” “intends,” “anticipates,” “expects,” “targets,” “is likely,” “will,” or the negative of these terms and similar expressions, and include all statements regarding future performance, earnings projections, events or developments. There is no assurance that the acquisition of Bob Evans by Post will be consummated and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. The risks and uncertainties in connection with such forward-looking statements related to the proposed transaction include, but are not limited to, the occurrence of any event, change or other circumstances that could delay the closing of the proposed transaction; the possibility of non-consummation of the proposed transaction and termination of the merger agreement; the ability and timing to obtain the approval of Bob Evans’ stockholders and required regulatory approvals and to satisfy other closing conditions to the merger agreement; the risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; adverse effects on Bob Evans’ common stock or Post’s common stock because of the failure to complete the proposed transaction; Bob Evans’ or Post’s respective businesses experiencing disruptions from ongoing business operations due to transaction-related uncertainty or other factors making it more difficult than expected to maintain relationships with employees, business partners or governmental entities, both before and following consummation of the transaction; Bob Evans and Post being unable to promptly and effectively implement integration strategies and obtain expected cost savings and synergies within the expected timeframe; Post’s ability to retain certain key employees at Bob Evans; significant transaction costs which have been and may continue to be incurred related to the proposed transaction; and other risks and uncertainties described in Bob Evans’ and Post’s filings with the Securities and Exchange Commission. Bob Evans and Post caution readers not to place undue reliance on any forward-looking statements. These forward-looking statements represent Bob Evans’ and Post’s judgment as of the date of this document, and Bob Evans and Post undertake no obligation to update or revise them unless otherwise required by law.