Overhill Farms Signs Definitive Agreement to Be Acquired by Bellisio Foods

Overhill Farms Signs Definitive Agreement to Be Acquired by Bellisio Foods 
LOS ANGELES, CA -- (Marketwired) -- 05/15/13 --  Overhill Farms, Inc.
(NYSE MKT: OFI) and Bellisio Foods, Inc. today announced that they
have entered into a definitive merger agreement for Bellisio Foods to
acquire Overhill Farms in a merger transaction valued at
approximately $80.9 million. 
Under the terms of the agreement, Overhill Farms shareholders will
receive $5.00 in cash for each share of Overhill Farms common stock
they own. The transaction represents a 26% premium over the closing
price of Overhill Farms common stock on August 13, 2012, prior to the
Company's announcement that it was reviewing strategic alternatives,
and a 25% premium over the average of the closing price of the common
stock during the 60 calendar days ended May 13, 2013, the last day
prior to entering into the merger agreement. 
Overhill Farms, Inc. is a value-added supplier of custom high-quality
prepared frozen foods for branded retail, private label and
foodservice customers.  
Bellisio Foods, Inc., based in Minneapolis, is the country's
third-largest producer of frozen entrees. For the past two years,
Bellisio and Overhill Farms have produced and distributed frozen
meals under the Boston Market brand through an exclusive
co-manufacturing and distribution agreement. 
"After conducting an extensive review of potential strategic
alternatives, our Board concluded that this all-cash transaction was
the best path to maximizing value for our shareholders," said James
Rudis, Chairman and Chief Executive Officer of Overhill Farms. 
"Additionally, in the course of our partnership on the Boston Market
brand, we have seen that Bellisio is a company very similar to ours
in terms of their business philosophy, corporate culture, focus on
quality and customer service, and their entrepreneurial spirit," Mr.
Rudis said. "We know that our customers will continue to be well
served, and that the clear synergies in this transaction will make
both companies stronger." 
Joel Conner, Bellisio's Chairman and Chief Executive Officer, said,
"We believe that Overhill's brand portfolio and West Coast
manufacturing presence enables us to unlock meaningful synergies and
better serve existing and new customers through expanded cap
abilities
and a broader offering. We look forward to working with Overhill
Farm's employees and customers as we incorporate this business into
Bellisio."  
The transaction, which is expected to close during the fourth quarter
of fiscal 2013, is subject to approval from Overhill Farms
shareholders, regulatory approvals and other customary closing
conditions. The proposed transaction is not subject to a financing
condition. 
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 foodservice and airline 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. 
About Bellisio Foods
 Bellisio Foods, Inc. is a fast growing company
with a history of creating innovative, quality foods that delight
consumers. A portfolio company of Centre Partners Management, LLC,
since 2011, Bellisio employs approximately 1,300 employees and
produces more than 200 frozen entrees and snacks which are sold under
the Michelina's(R), Boston Market(R) and other brands as well as
under private label. Bellisio also co-packs products for leading
retailers and consumer packaged goods companies. Bellisio believes
the highest quality, value meals are created by good people using
only the freshest ingredients in a safe manner. Bellisio's dedication
to quality and value has made its Michelina's brand a world leader in
frozen entrees and snacks. The company's products are sold at grocery
stores throughout the United States, Canada, and other select markets
worldwide. Additional information is available at
www.bellisiofoods.com and www.michelinas.com. 
Forward Looking Statements
 Any statements in this press release
about prospective performance and plans for the Company, the expected
timing of the completion of the proposed merger and the ability to
complete the proposed merger, and other statements containing the
words "estimates," "believes," "anticipates," "plans," "continue,"
"expects," "will," and similar expressions, other than historical
facts, constitute forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Factors or risks that could cause our actual
results to differ materially from the results we anticipate include,
but are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement, (2) the failure to obtain stockholder approval or
the failure to satisfy other closing conditions, (3) the failure of
Bellisio to obtain the necessary financing arrangements pursuant to
its debt financing commitment letter or otherwise, (4) risks related
to disruption of management's attention from the Company's ongoing
business operations due to the merger (whether or not consummated),
and (5) the effect of the announcement of the merger agreement and
proposed merger (whether or not consummated) on the ability of the
Company to retain and hire key personnel and maintain relationships
with its customers, suppliers, operating results and business
generally. 
Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking
statements in this press release represent the Company's views as of
the date hereof. The Company anticipates that subsequent events and
developments may cause its views to change. However, although the
Company may elect to update these forward-looking statements at some
point in the future, it specifically disclaims any obligation to do
so. These forward-looking statements should not be relied upon as
representing the Company's views as of any date subsequent to the
date of this press release. Additional factors that may affect the
business or financial results of the Company are described in the
risk factors included in the Company's filings with the Securities
and Exchange Commission ("SEC"), including the Company's 2012 Annual
Report on Form 10-K, which was filed with the SEC on December 18,
2012, under the heading "Item 1A-Risk Factors," and later filed
quarterly reports on Form 10-Q and Current Reports on Form 8-K, which
factors are incorporated herein by reference. The Company expressly
disclaims a duty to provide updates to forward-looking statements,
whether as a result of new information, future events or other
occurrences.  
Additional Information and Where to Find It
 In connection with the
proposed merger, the Company will file with the SEC and furnish to
the Company's stockholders a proxy statement. BEFORE MAKING ANY
VOTING DECISION, T
HE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY
OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and security
holders may obtain a free copy of documents filed by the Company with
the SEC at the SEC's website at http://www.sec.gov. In addition,
copies of the Company's Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, are available
free of charge on the Company's website at www.overhillfarms.com as
soon as reasonably practicable after being filed or furnished to the
SEC. 
The Company and certain of its directors, executive officers, and
certain other members of management and employees of the Company may
be deemed to be participants in the solicitation of proxies from
stockholders of the Company in favor of the proposed merger.
Information about the directors and executive officers of the Company
is set forth in the Company's 2012 Annual Report on Form 10-K filed
with the SEC on December 18, 2012. Additional information regarding
these individuals and other persons who may be deemed to be
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be included in the proxy statement and other relevant materials
filed by the Company with the SEC in connection with the proposed
merger when they become available. 
Contacts: 
James Rudis
Chairman, President and CEO
Overhill Farms, Inc.
323-582-9977 
Alexander Auerbach
Auerbach & Co. Public Relations
1-800-871-2583
auerbach@aapr.com 
 
 
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