AB Value-Radoff Group Reiterates Commitment to Reaching a Good Faith Settlement at Rocky Mountain Chocolate Factory

Rhea-AI Summary

AB Value Management LLC and Bradley L. Radoff, owning approximately 17.6% of Rocky Mountain Chocolate Factory, Inc. (RMCF), expressed dismay over the Board's recent public statement, which they view as a derailment of an agreed settlement. They criticized the Board for not engaging privately and raising concerns about the Audit Committee Chair's past employment. Despite the discord, they submitted a new female director candidate with extensive experience and await the Board's response. They emphasize the need for change if the candidate is rejected.

Positive

• Submission of a new female director candidate with food sector expertise and corporate governance experience.
• AB Value Management is willing to agree to previous settlement terms if the Board accepts the new candidate.

Negative

• Board issued a public statement that AB Value Management sees as an attempt to derail a settlement.
• Concerns raised about the Audit Committee Chair's past employment may jeopardize the Board's credibility.

Dismayed by the Board’s Attempt to Derail a Previously Agreed Upon Settlement by Issuing an Unprecedented Press Release Instead of Engaging Privately

Honored the Board’s Request for a New Proposal Last Evening by Submitting Another Highly Qualified Female Director Candidate with Experience in Food, Franchising and Public Company Governance – Still Awaiting a Response as of 8:00 PM Eastern Today

WESTFIELD, N.J.--(BUSINESS WIRE)-- AB Value Management LLC and Bradley L. Radoff (together with their affiliates, the “AB Value-Radoff Group” or “we”), who own approximately 17.6% of the outstanding shares of Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) (“Rocky Mountain” or the “Company”), today issued the following statement:

“We are extremely dismayed that the Board attempted to derail an agreed upon settlement – with the Company’s largest stockholder – by issuing an unprecedented press release rather than attempt to have a private conversation with us. The Board chose to set a new standard for low-road tactics in an election contest.

We hope the Board finally begins to reflect on its obligations and shortcomings. We recently sent the Board a private communication to make it aware of concerning information pertaining to previously undisclosed matters about the past employment of the Chair of the Audit Committee. We cannot help but question if yesterday’s public missive was retaliation for us raising justified concerns about the leader of a key committee that is responsible for the Company’s financial integrity.

Despite the Board’s scorched earth tactics, we still honored its request for a ‘good faith proposal’ last night and are now awaiting a response. We put forth a new highly qualified female director candidate with corporate governance acumen, food sector expertise and franchise experience. Our new candidate – who is completely unaffiliated with our group and respective organizations – also has public company board experience and strong knowledge of the U.S. and Canadian consumer markets. Assuming the Board will add this objectively stellar candidate, we are ready to agree to the other settlement terms that our group previously accepted. In our view, it would only validate the need for sweeping change atop Rocky Mountain if the Board continues to make a mockery of shareholder democracy and rejects yet another strong female candidate.”

View source version on businesswire.com: https://www.businesswire.com/news/home/20220802006153/en/

Saratoga Proxy Consulting

John Ferguson / Joe Mills, 212-257-1311

info@saratogaproxy.com



Longacre Square Partners

Greg Marose / Bela Kirpalani, 646-386-0091

gmarose@longacresquare.com / bkirpalani@longacresquare.com

Source: AB Value Management LLC and Bradley L. Radoff

FAQ

Why is AB Value Management dismayed with the Rocky Mountain Chocolate Factory Board?

AB Value Management is dismayed because the Board issued a public statement instead of engaging in private discussions regarding a settlement.

What percentage of shares does AB Value Management own in RMCF?

AB Value Management owns approximately 17.6% of the outstanding shares of Rocky Mountain Chocolate Factory, Inc. (RMCF).

What is the new proposal made by AB Value Management for RMCF?

AB Value Management submitted a highly qualified female director candidate with experience in food, franchising, and public company governance.

What does AB Value Management suggest about the Audit Committee Chair?

AB Value Management raised concerns about undisclosed matters related to the past employment of the Audit Committee Chair, questioning their suitability.

What could happen if the Board rejects the new director candidate proposed by AB Value Management?

If the Board rejects the new director candidate, it could validate concerns about the need for significant changes in leadership at Rocky Mountain Chocolate Factory.