Bob Evans Farms, Inc. (NASDAQ:BOBE) Files An 8-K Termination of a Material Definitive AgreementItem 1.02.
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 1.02. | Changes in Control of Registrant. |
A change in control of Bob Evans occurred on January 12, 2018 when, to the terms of the Merger Agreement, Merger Sub merged with and into Bob Evans, with Bob Evans surviving the Merger. In the Merger, each share of Bob Evans Common Stock (other than treasury stock and any shares of Bob Evans Common Stock owned by Bob Evans, Post, Merger Sub, any of their wholly-owned subsidiaries, which were canceled, or the Appraisal Shares) issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Per Share Merger Consideration. As a result of the Merger, Bob Evans became a wholly-owned subsidiary of Post.
The aggregate Merger Consideration payable by Post in connection with the Merger is approximately $1.5 billion (assuming amounts payable with respect to the Appraisal Shares also would be $77.00 per share). Post also paid approximately $200 million to retire certain debt and other obligations of Bob Evans, including the Credit Agreement.
| Item 1.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
to the Merger Agreement, effective as of the Effective Time, each of J. Michael Townsley, Douglas N. Benham, Charles M. Elson, Mary Kay Haben, David W. Head, Kathleen S. Lane, Eileen A. Mallesch, Larry S. McWilliams and Michael F. Weinstein ceased to be directors of Bob Evans.
to the terms of the Merger Agreement, each of Jeff A. Zadoks, Diedre J. Gray and Randy C. Ridenhour, as the members of Merger Sub’s board of directors immediately prior to the Effective Time, became directors of Bob Evans following the Effective Time.Each director is to serve until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified.
| Item 1.02. | Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the Merger Agreement, at the Effective Time, the certificate of incorporation of Bob Evans was amended and restated in its entirety. The Amended and Restated Certificate of Incorporation of Bob Evans is filed as Exhibit 3.1 hereto and incorporated by reference herein.
to the Merger Agreement, at the Effective Time, the bylaws of Bob Evans were amended and restated in their entirety.The Amended and Restated Bylaws of Bob Evans is filed as Exhibit 3.2 hereto and incorporated by reference herein.
| Item 1.02. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
| 2.1* | Agreement and Plan of Merger, among Post Holdings, Inc., Bob Evans Farms, Inc. and Haystack Corporation, dated as of September 18, 2017 (incorporated by reference to Exhibit 2.1 of Bob Evans’ Current Report on Form 8-K filed with the SEC on September 19, 2017). |
| 3.1 | Amended and Restated Certificate of Incorporation, adopted January 12, 2018. |
| 3.2 | Amended and Restated Bylaws, adopted January 12, 2018. |
| * | Certain schedules have been omitted and Bob Evans agrees to furnish supplementally to the SEC a copy of any omitted exhibits and schedules upon request. |
BOB EVANS FARMS INC ExhibitEX-3.1 2 d441070dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 STATE OF DELAWARE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOB EVANS FARMS,…To view the full exhibit click here
About Bob Evans Farms, Inc. (NASDAQ:BOBE)
Bob Evans Farms, Inc. (Bob Evans) is a full-service restaurant company. The Company produces and distributes pork sausage products and a range of home-style refrigerated side dishes and frozen food items under the Bob Evans, Owens and Country Creek brand names. These food products are distributed to customers throughout the United States. Additionally, the Company manufactures and sells similar products to foodservice customers, including Bob Evans Restaurants and other restaurants and food sellers. The Company operates in two segments: Bob Evans Restaurants and BEF Foods. As of April 29, 2016, the Company operated 527 Bob Evans Restaurants in 18 states. The BEF Foods segment offers a range of wholesome food products to retail and foodservice customers. The Company produces food products in its four manufacturing facilities. It produces sausage products at its plants located in Hillsdale, Michigan, and Xenia, Ohio.