Bellisio Foods Announces Acquisition of Overhill Farms

  Bellisio Foods Announces Acquisition of Overhill Farms

Addition of Complementary Business Strengthens an American Leader in Frozen

Business Wire

MINNEAPOLIS -- May 15, 2013

Bellisio Foods, Inc.:

  *Expands Bellisio Foods’ leadership position in frozen entree and snack
  *Addition of Boston Market® license expands Bellisio’s “family of brands”
  *Increases Bellisio Foods’ blue chip foodservice and private label customer

Bellisio Foods, Inc. (“Bellisio”), the country’s third-largest producer of
frozen entrées, announced today that it has entered into a definitive
agreement to acquire Overhill Farms, Inc. (NYSE-MKT: OFI), (“Overhill Farms”),
a developer, producer and supplier of custom prepared frozen foods, including
those distributed under the Boston Market® brand. In fiscal year 2012,
Overhill Farms reported net revenues of $194.4 million. Completion of the
transaction, which has been unanimously approved by the boards of both
companies, is subject to customary conditions, including approval of Overhill
Farms’ shareholders, expiration or termination of the waiting period under the
Hart-Scott-Rodino Act and receipt of specified third party consents, and is
expected to occur later this summer.

Overhill Farms is a value-added supplier of branded and private label frozen
foods for the retail and foodservice markets. The California-based company
offers a one-stop solution for new product development and precise replication
of existing recipes. Its customers include Panda Restaurant Group, Inc., Jenny
Craig, Inc., Safeway Inc., Target Corporation, Pinnacle Foods Group LLC, and
American Airlines, Inc. among others.

Joel Conner, Bellisio’s Chairman and Chief Executive Officer, said, “I am
pleased to announce this acquisition. The addition of Overhill Farms’
manufacturing capabilities and its customer and brand portfolios align
perfectly with Bellisio’s growth strategies to expand our customer base,
strengthen our brand portfolio, invest in high-growth platforms, and leverage
our manufacturing disciplines to generate strong returns.”

The acquisition, Conner noted, reflects the strong two-year partnership
between Bellisio and Overhill Farms, pursuant to which they together produce
and distribute frozen meals under the Boston Market brand through an exclusive
co-manufacturing and distribution agreement.

“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 capabilities and a broader offering,” Mr.
Conner said. “We look forward to working with Overhill Farms’ employees and
customers as we incorporate this business into Bellisio.”

Bellisio Foods, 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®, Boston Market® 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 and


Bellisio Foods
Media Contact
Deb Ebeling, 612-371-8222
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