Bellisio Foods entered into a definitive merger agreement to purchase Overhill Farms in a merger transaction valued at approximately $80.9 million. Under the terms of the agreement, Overhill Farms shareholders will receive $5 in cash for each share of Overhill Farms common stock they own. The transaction represents a 26% premium over the closing price of Overhill Farms common stock on Aug. 13, 2012, prior to the company’s announcement that it was reviewing strategic alternatives, and a 25% premium over the average of the closing price of the common stock during the 60 calendar days ended May 13,2013, the last day prior to entering into the merger agreement.
For the past two years, Overhill Farms, Inc., a Vernon, Calif.-based supplier of custom high-quality prepared frozen foods for branded retail, private label and foodservice customers, and Bellisio Foods, Inc., a Minneapolis-based producer of frozen entrées, have produced and distributed frozen meals under the Boston Market brand through an exclusive co-manufacturing and distribution agreement.