LOS ANGELES, CA--(Marketwire - Mar 18, 2013) - Overhill Farms, Inc. (
In the letter, Vito Garfi, identifying himself as managing director of the Fort Lauderdale-based fund, urged the Company's Board of Directors, "with the help of its financial advisor, Piper Jaffray & Co., to abandon all non-sale transactions immediately and... commence a formal process to fully explore the sale of the Company."
James Rudis, Chairman, President and Chief Executive Officer of Overhill Farms, said, "As we have previously informed shareholders, the Board and management team, working with Piper Jaffray, have been deeply involved for a number of months in exploring a wide range of options intended to maximize shareholder value. There is no reason for the Company to suddenly abandon any strategy."
Mr. Rudis added, "The letter from Cordoba Asset, which was widely disseminated via press release several hours prior to the start of the Company's business day, contained nothing new or helpful, included a number of factual inaccuracies about the present state of the Company's business, and reflects a misunderstanding of the Company's business strategy."
Mr. Rudis said the letter "was made public at the very moment I was at the Piper Jaffray offices in New York, engaged in substantive discussions with a participant in a potential transaction. Dissemination of the letter, with its inaccurate depictions of the Company's operations and prospects, adversely affected those discussions and has the potential to negatively affect shareholder value. All of this could have been avoided if Cordoba Asset had simply contacted us to discuss its perceptions."
Mr. Rudis noted that, in its quarterly earnings announcement released February 13, which reported profitable results on increased sales, Overhill Farms stated that it is reviewing a potential transaction, and is also pursuing a number of initiatives intended to expedite the Company's efforts to move gross margins back toward historic levels.
About Overhill Farms
Overhill Farms, Inc. (www.OverhillFarms.com) is a value-added supplier of custom high quality prepared frozen foods for branded retail, private label and foodservice customers. Its product line includes entrées, plated meals, bulk-packed meal components, pastas, soups, sauces, poultry, meat and fish specialties, as well as organic and vegetarian offerings. The Company's capabilities give its customers a one-stop solution for new product development, precise replication of existing recipes, product manufacturing and packaging. Its customers include prominent nationally recognized names such as Panda Restaurant Group, Inc., Jenny Craig, Inc., Safeway Inc., Target Corporation, Pinnacle Foods Group LLC, and American Airlines, Inc. The Company also sells frozen foods under the Boston Market brand, under exclusive license with Boston Market Corporation.
This news release contains disclosures that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations or beliefs and include, but are not limited to, statements about the Company's gross margins, potential transactions or shareholder value. For this purpose, statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as "continue," "efforts," "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "strategy," "will," "potential," "may," "goal," "target," "prospects," "optimistic," "confident," "likely," "probable," "hope," "should," "growth," "opportunities" or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), on-going business strategies or prospects, and possible future company actions, which may be provided by management, are also forward-looking statements. The Company cautions that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the Company's and other parties' ability to satisfy conditions precedent to proposed transactions, including, without limitation, obtaining any applicable regulatory and stockholder approvals; the impact of competitive products and pricing; fulfillment by suppliers of existing raw material contracts; market conditions that may affect the costs and/or availability of raw materials and the Company's ability to obtain favorable long-term purchase commitments for raw materials, and of fuels, energy, logistics and labor as well as the market for the Company's products, including customers' ability to pay and consumer demand; changes in business environment, including actions of competitors and changes in customer preferences, as well as disruptions to customers' businesses; certifications obtained by competitors; seasonality in the retail category; loss of key customers due to competitive environment or production being moved in-house by customers; natural disasters that can impact, among other things, costs of fuel and raw materials; the occurrence of acts of terrorism, such as the events of September 11, 2001, or acts of war; changes in governmental laws and regulations; change in control due to takeover or other significant changes in ownership; financial viability and resulting effect on revenues and collectability of accounts receivable of customers during deep recessionary periods; ability to obtain additional financing as and when needed, and rising costs of credit that may be associated with new borrowings; voluntary or government-mandated food recalls or withdrawals; and other factors as may be discussed in the Company's Annual Report on Form 10-K for the year ended September 30, 2012, Quarterly Report on Form 10-Q for the quarter ended December 30, 2012, and other reports filed with the Securities and Exchange Commission.