Overhill Farms

Overhill Farms

Overhill Farms, Securities Settlement

The lawsuit was settled for additional disclosures in the proxy mailed to shareholders. The following is a summary of the proceedings in the lawsuit: ‘As disclosed in the Schedule 14A Definitive Proxy Statement filed by Overhill with the SEC on July 1, 2013, Overhill senior management and board regularly reviewed the Company strategic alternatives as part of their ongoing oversight and management of the Company. In 2012, this review included examining unsolicited offers for purchase of Overhill by private equity funds and an offer for purchase by Bellisio. These processes ultimately led to the agreement that provided for the Merger, which was first announced on May 15, 2013. Following the announcement of the Merger, several putative class action lawsuits challenging the Merger were filed in state courts in Nevada and California: Morrozoff v. Overhill Farms, Inc., Case No. A-13-681991-C (8th Dist. Nev.); Lenz v. Overhill Farms, Inc., Case No. BC509536 (Cal. Super. Ct.); Kosko v. Overhill Farms, Inc., Case No. BC509639 (Cal. Super. Ct.); Hall v. Rudis, Case No. A-13-682173-C (8th Dist. Nev.); Hirschler v. Overhill Farms, Inc., et al., Case No. A-13-684499-C (8th Dist. Nev.); Catchpole v. Overhill Farms, Inc., Case No. A-13-684512 (8th Dist. Nev.) (collectively, the Actions”). On June 4, 2013, the Superior Court of California, Los Angeles County, stayed the Lenz and Kosko actions pending an initial status conference. On June 13, 2013, Overhill filed a preliminary proxy statement in connection with the Merger on Schedule 14A with the Securities and Exchange Commission (the Preliminary Proxy Statement) which, among other things, summarizes the Merger, provides an account of the events leading up to the execution of the Merger Agreement, and provides a summary of the valuation analyses conducted by Piper Jaffray & Co. (Piper Jaffray), the financial adviser to the Company board of directors. On June 21, 2013, plaintiffs Ivan Morrozoff (Morrozoff) and Alan Hall (Hall) (collectively, the Morrozoff Group) sent a letter by email to Defendants requesting limited expedited discovery in the Morrozoff and Hall Actions. On June 21, 2013 plaintiff in the Lenz Action filed an Ex Parte Application for Expedited Discovery, Relief from Stay, and Settling of Preliminary Injunction Hearing Date and Briefing Schedule. On June 25, 2013, the court in the Lenz Action denied the plaintiff ex parte request for discovery and lifting of the stay. The court also consolidated the Lenz and Kosko Actions under Case No. BC509536 (together, the California Action). Also on June 25, 2013, Morrozoff filed an amended class action complaint in the District Court of Clark County, Nevada, against Defendants alleging, among other things, that the directors of Overhill breached their fiduciary duties to the Company and that the Company and the Bellisio Defendants aided and abetted that breach, in connection with the Merger and the process leading up to it, and that the Company Preliminary Proxy Statement contained materially misleading, and/or omissive information in connection with the Merger. On June 26, 2013, Defendants voluntarily agreed to limited, expedited discovery, including the production of emails to or from Overhill Chief Executive Officer, James Rudis, certain documents relating to the Overhill Board of Directors, certain financial projections and forecasts made by Overhill management, and the deposition of Mr. Rudis. On July 1, 2013, the Morrozoff Group and Defendants entered into a Stipulation and Order Governing the Production and Exchange of Confidential Information, which was entered by the Nevada court on July 9, 2013. On or around July 1, 2013, Defendants produced, and the Morrozoff Group counsel reviewed, 256 pages of confidential non-public documents, including: minutes of the meetings of the Board, Board presentations, the bankers books from Piper Jaffray, and financial forecasts and projections. The Morrozoff Group counsel states that it engaged and consulted extensively with their financial expert for the purpose of evaluating and prosecuting the claims in Morrozoff and Hall Actions. On July 1, 2013, the Company filed a Definitive Proxy Statement by Schedule 14A with the Securities and Exchange Commission, which, among other things, summarizes the Merger, provides an account of the events leading up to the execution of the Merger Agreement, and provides a summary of the valuation analyses conducted by Piper Jaffray. On July 2, 2013, the Morrozoff Group counsel sent a demand letter to counsel for Defendants (Defendants Counsel) seeking: (i) waiver of the non-solicitation provision in the Confidentiality Agreements and (ii) supplemental disclosures to the Definitive Proxy Statement filed on July 1, 2013. On or around July 8, 2013, Defendants produced, and the Morrozoff Group counsel reviewed, 7,736 pages of emails to or from James Rudis (Rudis). On July 9, 2013, the Morrozoff Group counsel conducted the deposition of Mr. Rudis. On July 10, 2013, the Nevada actions were consolidated as In re Overhill Farms, Inc. Shareholder Litigation, Master Caption No. A-13-681991-C (8th Jud. Dist. Ct. Clark Cnty., Nevada, Dept. No. XVI).1 On July 11, 2013, Lead Plaintiffs Counsel conducted the deposition of Matthew Roghair, a Managing Director of Piper Jaffray. On July 12, 2013, the defendants and plaintiffs in the California Action filed a stipulation in the Superior Court of the County of Los Angeles, California to stay the California Action pending final resolution of the Nevada Consolidated Action. On July 13, 2013, the Lead Plaintiffs Counsel sent a revised demand letter to Defendants Counsel. On July 16, 2013, the Court in the California Action stayed the California Action pending the outcome of the Nevada Consolidated Action. After arm length negotiations concerning the litigation, counsel to the parties in the Nevada Consolidated Action reached an agreement in principle concerning settlement of the Actions, which was set forth in summary form in a Memorandum of Understanding (MOU). The MOU provided that the Company would provide certain additional disclosures (the Supplemental Disclosures) via a Form 8-K to be filed with the Securities and Exchange Commission. On July 24, 2013, pursuant to the terms of the MOU, the Company filed Supplemental Disclosures with the Securities and Exchange Commission via a Form 8-K. On August 6, 2013, the Merger was approved by the Company stockholders at a special meeting and on August 9, 2013 the Merger closed.’

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