Overhill Farms Responds to Letter From Cordoba Asset, LLC

Overhill Farms Responds to Letter From Cordoba Asset, LLC 
LOS ANGELES, CA -- (Marketwire) -- 03/18/13 --  Overhill Farms, Inc.
(NYSE MKT: OFI) today issued a statement in response to a letter and
press release from Cordoba Asset, LLC, which claims to hold about
1.5% of the Company's common stock. Overhill Farms stated that the
letter, which was sent without any attempt to first contact the
Company to discuss Cordoba's perceptions, suggested strategies the
Company is already exploring, is factually incorrect on a number of
points, and is potentially harmful to opportunities the Company is
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 in
creased 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 entrees, 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. 
James Rudis
Chairman, President and CEO
Overhill Farms, Inc.
Alexander Auerbach
Auerbach & Co. Public Relations
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