RMCF Issues
Open Letter to AB Value Asking for the Answers Stockholders Deserve
Regarding AB Value’s Superficial Plan, Misleading Statements and
the Future of RMCF
Urges
Stockholders to Vote "FOR" ALL of the Company's Nominees TODAY on
the WHITE Proxy Card
Rocky Mountain Chocolate
Factory, Inc. (NASDAQ: RMCF) (the "Company" or “RMCF”), one of
North America's largest retailers, franchisers and manufacturers of
premium, handcrafted chocolates and confections, today issued an
open letter to AB Value Management LLC (“AB Value”) asking four
critical questions on behalf of stockholders. RMCF believes that
stockholders deserve answers regarding the superficial and
ineffective plan AB Value has proposed, AB Value’s misleading and
inaccurate public statements, and AB Value’s refusal to engage with
the Company’s good-faith efforts to find a mutually agreeable
resolution that would benefit ALL stockholders.
RMCF reminds all stockholders
to vote on the WHITE proxy card today FOR ALL
of RMCF’s director nominees ahead
of the Company’s 2021 Annual Meeting of Stockholders (the "Annual
Meeting"), to be held October 6, 2021.
The open letter is copied
below:
*****
October 1, 2021
Dear Mr. Berger,
As we approach Rocky Mountain
Chocolate Factory’s (“RMCF”) Annual Meeting of Stockholders, to be
held on October 6, 2021, the Company believes stockholders need
answers to several critical questions regarding the public conduct
of AB Value Management LLC (“AB Value”) and AB Value’s lack of a
plausible and effective plan for the Company.
Why has AB Value failed to provide stockholders with anything
other than a superficial, ineffective plan for the Company?
In its report, Institutional
Shareholder Services (“ISS”) stated that the AB Value-led dissident
group “has not disclosed a sufficiently detailed go-forward plan to
merit outright control of the Board.” That was nearly a week
ago. Stockholders need answers: what is your plan?
We find it unacceptable that you
would ask stockholders to grant you control of RMCF’s Board and yet
fail to present a plausible, comprehensive plan to manage and grow
the Company.
Why is AB Value continuing to blatantly ignore the facts of
the Company’s resolution with Immaculate Confection?
We believe stockholders should be
concerned that AB Value continues to ignore the facts in its public
statements regarding RMCF’s relationship with Immaculate
Confection, operator of the Company’s Canadian master franchise
network. You, Mr. Berger, voted on August 4, 2021 to approve the
settlement with Immaculate Confection. RMCF and Immaculate
Confection are collaborating productively and exploring
constructive ways to strengthen our business relationship. As
written in the settlement terms, which you signed, RMCF and
Immaculate Confection have “six months to explore good faith
negotiations on alternative business solutions.”
You are aware –
or should be aware – that AB Value’s public statements on this
matter are false and misleading. Why do you continue to mislead
stockholders? Are you
unaware of the settlement terms that you voted to
approve?
Why does AB Value continue to publish false and inaccurate
information? It is
unfortunate that you have resorted to scare tactics and
inflammatory, threatening language. We believe this is nothing more
than an attempt to disenfranchise stockholders by discouraging
stockholders from voting to protect their investment. Alas, this is
consistent with AB Value’s prior behavior and unprofessional
conduct. Stockholders are the ones paying the price. Stockholders
should understand that this unnecessary public contest comes after
AB Value received $290,000 in 2019 and has filed a costly lawsuit
to try to get its way, all while you, Mr. Berger, sat on the RMCF
Board for nearly two years without presenting a single operational
plan for the Company. Stockholders deserve better.
Don’t stockholders deserve good-faith efforts to reach a
mutually agreeable resolution? We continue to be disappointed that you
refuse to engage with RMCF in an honest, good-faith effort to reach
a reasonable resolution to your unnecessary, self-serving public
contest. RMCF has offered multiple, generous settlement
proposals that could
resolve this situation and allow all of us to devote our energy and
resources to serving stockholders’ best interest and grow our
Company. Stockholders deserve to know why you are putting your
self-interest above their best interest.
We believe that all RMCF
stockholders deserve answers to these critical
questions.
*****
RMCF strongly urges
stockholders to discard any blue proxy cards you may receive and
vote on the WHITE proxy card today FOR ALL
six of the highly-qualified and
very experienced nominees. If you have already returned a blue
proxy card, you can change your vote simply by voting by telephone,
via the Internet or by signing, dating and returning a
WHITE proxy card
today.
RMCF’s proxy statement and
other important information related to the Annual Meeting can be
found on the SEC's website at www.sec.gov and on the Company's
website at rmcf.com/SEC-Filings.
Your vote is important, no
matter how many shares you own.
If you have any questions
about how to vote your shares, or need additional assistance,
please contact the firm assisting us in the solicitation of
proxies:
Georgeson LLC 1290 Avenue of
the Americas, 9th Floor New York, New York 10104 (888) 658-5755
(Toll Free)
Please refer to the enclosed
WHITE proxy card for information on how to vote by telephone or by
Internet, or simply complete, sign and date the WHITE proxy card
and return it TODAY in the postage-paid envelope provided.
About Rocky Mountain Chocolate Factory, Inc. Rocky Mountain Chocolate Factory, Inc.,
headquartered in Durango, Colorado, is an international franchiser
of gourmet chocolate, confection and self-serve frozen yogurt
stores and a manufacturer of an extensive line of premium
chocolates and other confectionery products. The Company, its
subsidiaries and its franchisees and licensees operate more than
300 Rocky Mountain Chocolate Factory and self-serve frozen yogurt
stores across the United States, South Korea, Qatar, the Republic
of Panama, and The Republic of the Philippines. The Company's
common stock is listed on the Nasdaq Global Market under the symbol
"RMCF."
Important Additional Information and Where to Find It
This communication relates to the
Annual Meeting. In connection with the Annual Meeting, Rocky
Mountain Chocolate Factory, Inc. (the “Company” or “RMCF”) filed a
definitive proxy statement on Schedule 14A, an accompanying
WHITE proxy card and other
relevant documents with the Securities and Exchange Commission (the
"SEC") on September 9, 2021 in connection with the solicitation of
proxies from stockholders for the Annual Meeting. The definitive
proxy statement and a form of WHITE proxy were first mailed or otherwise
furnished to the stockholders of the Company on September 9, 2021
as supplemented on September 20, 2021. BEFORE MAKING ANY
VOTING DECISION, STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE
COMPANY'S DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE ANNUAL
MEETING OR INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY
STATEMENT, IF ANY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE ANNUAL MEETING. This communication is not a
substitute for the definitive proxy statement or any other document
that may be filed by the Company with the SEC. Investors and stockholders may obtain a copy
of the documents free of charge at the SEC's website at
www.sec.gov, and in the "SEC Filings" section of the of the
Company's Investor Relations website at
www.rmcf.com/Investor-Relations.aspx or by contacting the Company's
Investor Relations department at (970) 375-5678, as soon as
reasonably practicable after such materials are electronically
filed with, or furnished to, the SEC. In addition, the documents
(when available) may be obtained free of charge by directing a
request by mail or telephone to: Rocky Mountain Chocolate Factory,
Inc., 265 Turner Drive, Durango, Colorado 81303, Attn: Secretary,
(970) 259-0554.
Certain Information Regarding Participants to the
Solicitation The Company, its
directors and certain of its directors, director nominees,
executive officers and members of management and employees of the
Company and agents retained by the Company are participants in the
solicitation of proxies from stockholders in connection with
matters to be considered at the Annual Meeting. Information
regarding the Company's directors, director nominees and executive
officers, and their beneficial ownership of the Company's common
stock is set forth in the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 2021, filed with the SEC on June
1, 2021, as amended by Amendment No. 1 on Form 10-K/A filed with
the SEC on June 28, 2021, and in the definitive proxy statement.
Changes to the direct or indirect interests of the Company's
directors and executive officers are set forth in SEC filings on
Initial Statements of Beneficial Ownership on Form 3, Statements of
Change in Ownership on Form 4 and Annual Statements of Changes in
Beneficial Ownership on Form 5. These documents are available free
of charge as described above.
Forward-Looking Statements This press release includes statements of the
Company's expectations, intentions, plans and beliefs that
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and are
intended to come within the safe harbor protection provided by
those sections. These forward-looking statements involve various
risks and uncertainties. The nature of the Company's operations and
the environment in which it operates subjects it to changing
economic, competitive, regulatory and technological conditions,
risks and uncertainties. The statements, other than statements of
historical fact, included in this press release are forward-looking
statements. Many of the forward-looking statements contained in
this press release may be identified by the use of forward-looking
words such as "will," "intend," "believe," "expect," "anticipate,"
"should," "plan," "estimate," "potential," or similar expressions.
Factors which could cause results to differ include, but are not
limited to: the impact of the COVID-19 pandemic and global economic
conditions on the Company's business, including, among other
things, online sales, factory sales, retail sales and royalty and
marketing fees, the Company's liquidity, the Company's cost cutting
and capital preservation measures, achievement of the anticipated
potential benefits of the strategic alliance with Edible
Arrangements®, LLC and its affiliates ("Edible"), the ability to
provide products to Edible under the strategic alliance, Edible's
ability to increase the Company's online sales, changes in the
confectionery business environment, seasonality, consumer interest
in the Company's products, general economic conditions, the success
of the Company's frozen yogurt business, receptiveness of the
Company's products internationally, consumer and retail trends,
costs and availability of raw materials, competition, the success
of the Company's co-branding strategy, the success of international
expansion efforts and the effect of government regulations.
Government regulations which the Company and its franchisees and
licensees either are, or may be, subject to and which could cause
results to differ from forward-looking statements include, but are
not limited to: local, state and federal laws regarding health,
sanitation, safety, building and fire codes, franchising,
licensing, employment, manufacturing, packaging and distribution of
food products and motor carriers. For a detailed discussion of the
risks and uncertainties that may cause the Company's actual results
to differ from the forward-looking statements contained herein,
please see the "Risk Factors" contained in Item 1A. of the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 2021, as amended. Additional factors that might cause
such differences include, but are not limited to: the length and
severity of the current COVID-19 pandemic and its effect on among
other things, factory sales, retail sales, royalty and marketing
fees and operations, the effect of any governmental action or
mandated employer-paid benefits in response to the COVID-19
pandemic, and the Company's ability to manage costs and reduce
expenditures and the availability of additional financing if and
when required. These forward-looking statements apply only as of
the date hereof. As such they should not be unduly relied upon for
more current circumstances. Except as required by law, the Company
undertakes no obligation to release publicly any revisions to these
forward-looking statements that might reflect events or
circumstances occurring after the date of this press release or
those that might reflect the occurrence of unanticipated
events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211001005370/en/
Media Contacts: Dan
Scorpio / Jake Yanulis Abernathy MacGregor amg-rmcf@abmac.com (212) 371-5999 Investor
Contact: William P.
Fiske Georgeson LLC
(212) 440-9128
Rocky Mountain Chocolate... (NASDAQ:RMCF)
Historical Stock Chart
From Apr 2024 to May 2024
Rocky Mountain Chocolate... (NASDAQ:RMCF)
Historical Stock Chart
From May 2023 to May 2024