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The Morning Brief: Sandell’s Bob Evans Proxy Fight Heats Up

Another day, another salvo fired in the proxy war between New York–based activist hedge fund firm Sandell Asset Management and Bob Evans Farms. On Monday it was Sandell’s turn, with CEO Thomas Sandell lambasting the food service and retail company for only “trying to appear” to be compromising.

Sandell, who is locked in a proxy fight with Bob Evans, criticized the company for its “token offer” of two board seats, calling it “no more than a meaningless effort designed to be rejected.” Sandell has submitted a slate of director nominees for the annual meeting later this summer. Late last week, Bob Evans said it “made several good faith attempts to work” with Sandell. It also announced that its board nominated 10 directors for the 12 available seats at the annual meeting and expects two of Sandell’s nominees to be elected. It also noted it offered that Sandell’s nominees to join the finance committee, which would be charged with undertaking a full review of the company’s strategy.

“Mr. Sandell rejected this offer, proposing instead that the board not only name four of his director nominees to the board, but also require that the board, before any further review, commit to implement Sandell’s full agenda, including all of Sandell’s financial proposals,” Bob Evans stated last week. “The offer the board made to Mr. Sandell is consistent with efforts the board has made over the past 11 months to attempt to work constructively with Mr. Sandell,” said Steve Davis, Bob Evans’ chairman and chief executive officer, in a statement. “We have repeatedly emphasized that, while we have subjected our financial and strategic plans to rigorous review on a regular basis, including in consultation with independent financial advisors, and are confident that we are on the right course, we are not so captivated by our own ideas that we do not welcome fresh thinking.”

New York–based Elliott Management Corp. disclosed that it owns two million shares of Hittite Microwave Corporation, or 6.4 percent of the total outstanding shares. Elliott’s stake in the integrated circuit maker is passive.

New York–based D.E. Shaw disclosed that it owns 5.1 percent of homebuilder Beazer Homes USA, a builder of single-family homes.

Steven Cohen’s Stamford, Connecticut–based family office, Point72 Asset Management, disclosed that it owns 5.5 percent of TRI Pointe Homes, which builds and sells single-family homes and condominiums in planned communities in California and Colorado.

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