RMCF’s Strong
Director Nominees Have the Mission-Critical Skills, Experience and
Diversity to Support the Company’s Transformation
Strategy
The RMCF
Board Continues to Take Decisive, Strategic Actions to Increase
Value for ALL Stockholders
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, is reminding 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 Company today issued the
following open letter to stockholders, detailing the transformative
omnichannel and digital strategy the Company is implementing, as
well as the diverse skills, relevant expertise and public company
experience possessed by the Company’s director nominees:
***
October 4, 2021
Your vote could decide the
future of Rocky Mountain Chocolate Factory (“RMCF”) – no matter how
many shares you own. But time is running out! It is
imperative that stockholders vote as soon as
possible. Please vote on
the WHITE proxy
card today FOR ALL of RMCF’s director nominees.
RMCF’s 2021 Annual Meeting of
Stockholders (the “Annual Meeting”) is just a few days away and
will be held on October 6, 2021. If you have not voted yet,
please VOTE TODAY.
If you have voted on the blue proxy card, you can still change your
vote to the WHITE proxy card! Please do so by following the
instructions at the bottom of this letter.
A dissident group is seeking
to obtain control of RMCF’s Board, yet has only presented a
superficial and ineffective plan to stockholders. You
deserve better. Here are the facts:
- RMCF is taking decisive,
strategic action to accelerate a transformation strategy focused on
growth and innovation. We have completed one phase of a brand
refresh, are expanding our digital and omnichannel platforms, and
are executing our strategy to increase revenue, profitability and
drive stockholder value.
- RMCF has nominated a strong
slate of directors with the mission-critical skills to execute our
strategic plan, accelerate our transformation and grow our Company.
Our nominees are ideally positioned to support our ongoing brand
refreshment, market expansion and development of new distribution
channels, and the execution of our transformative strategy to
maximize value for ALL stockholders.
- RMCF’s nominees bring deep
experience across e-commerce, product innovation, digital
marketing, branding, supply chain and logistics, franchising and
accounting and capital markets, key areas of forward-looking
expertise for the Company. Further, the nominees understand what it
takes to lead retail and CPG companies and have public company
Board and leadership experience.
- Over the last several years,
RMCF has thoughtfully refreshed the Board. Upon election at the
Annual Meeting, five of six directors will be independent, and 50%
of the Board will be diverse by race, ethnicity or
gender.
- RMCF’s financial and
operational performance continues to improve despite an
unpredictable environment. With a healthy balance sheet, strong
free cash flow and no debt, RMCF has a solid financial foundation
from which to execute its transformational strategy and seize the
growth opportunities ahead. The Company is confident that the plan
and strategic actions it is implementing will benefit franchisees
and team members, and drive increasing value for all RMCF
stockholders.
- The dissident group has
presented a superficial and ineffective plan for RMCF. We believe
they lack the expertise to create value for stockholders, and are
pursuing a self-serving public contest at your expense that is
built on misleading and inaccurate information. Further, AB Value
has a clear record of value destruction, including a recent
situation in which it took control of another company, installed
one of its unqualified principals as CEO and ultimately oversaw a
bankruptcy filing at that same company. For RMCF
stockholders, the choice is clear.
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/20211004005513/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
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