Overhill Farms, Inc. (OFI), a supplier of prepared frozen foods for branded retail, private label and foodservice customers, said Wednesday that it has agreed to be bought by Bellisio Foods, Inc. in a deal valued at about $80.9 million.
Under the deal, Overhill Farms shareholders will receive $5.00 in cash for each share of Overhill Farms common stock they own. The deal represents a 26% premium over the closing price of Overhill Farms common stock on August 13, prior to the company's announcement that it was reviewing strategic alternatives, and a 14.7% premium over the closing price of the company's common stock on May 14.
Bellisio Foods, based in Minneapolis, is the third-largest U.S. producer of frozen entrées. For the past two years, Bellisio and Overhill Farms have produced and distributed frozen meals under the Boston Market brand through an exclusive co-manufacturing and distribution agreement.
The deal, which is expected to close during the fourth quarter of fiscal 2013, is not subject to a financing condition.
Separately, Overhill Farms reported net income of $515,773, or $0.03 per share, on net revenues of $47.6 million, for the second quarter of fiscal 2013, compared to net income of $974,401, or $0.06 per share, on net revenues of $50.2 million, for the second quarter of fiscal 2012.
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