LANCASTER COLONY CORPORATION AND BARINGTON GROUP ANNOUNCE AGREEMENT
Exhibit 99.1
FOR IMMEDIATE RELEASE
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SYMBOL: | LANC | ||
Tuesday, October 9, 2007
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TRADED: | Nasdaq |
COLUMBUS, Ohio and NEW YORK, New York – October 9, 2007 – Lancaster Colony Corporation (the
“Company”) (Nasdaq: LANC) and a group of investors led by Barington Capital Group, L.P. (the
“Barington Group”), which has reported beneficial ownership of approximately 5.6% of the Company’s
outstanding shares, announced today that they have reached an agreement that will avoid a proxy
contest at the Company’s 2007 Annual Meeting of Shareholders.
Under the terms of the agreement, the Barington Group has withdrawn its notice of intent to
nominate persons for election as directors at the Company’s 2007 Annual Meeting, has agreed to vote
its shares in favor of the Company’s nominees for director at the 2007 Annual Meeting, and has
agreed to abide by certain standstill provisions until the Company’s 2008 Annual Meeting.
The agreement also provides that, by January 7, 2008, the Company will appoint to its Board a
new independent director, who is mutually acceptable to both the Company and the Barington Group.
In addition, the Company has agreed to form a task force to continue the Company’s work on
improving its operations, productivity and profitability. In connection with these efforts, the
task force will consult with representatives of the Barington Group.
The agreement also provides that the Company will establish a goal of repurchasing, subject to
market conditions and compliance with laws, at least 2.0 million shares of its common stock during
the Company’s fiscal year ended June 30, 2008. These repurchases will be effected pursuant to the
expanded share repurchase program announced by the Company on August 22, 2007. Furthermore, the
Company has agreed to use commercially reasonable efforts toward the goal of completing its
previously announced review of strategic alternatives for its nonfood businesses by August 31,
2008.
Lastly, the Company has agreed to implement corporate governance initiatives, specifically
establishing a lead independent director and having its Nominating and Governance Committee perform
a review of the Company’s corporate governance policies. In connection with this review, a
representative of the Nominating and Governance Committee will consult with representatives of the
Barington Group.
Chairman and CEO Xxxx X. Xxxxxxx said: “The Board of Directors believes the agreement with
Barington serves the best interests of the Company and its stockholders. We remain committed to
continuing our ongoing efforts to improve the operations and financial performance of our Company
and welcome the input of the Barington Group in this regard.”
Xxxxx X. Xxxxxxxxxxx, the Chairman, President and Chief Executive Officer of Barington Capital
Group, L.P., stated, “We are pleased by this agreement which we believe provides significant value
for the shareholders of Lancaster Colony. We appreciate the commitment of the Board to make
changes to improve the Company’s operations, profitability and corporate governance. We look
forward to working constructively with the Company and its Board to continue to create additional
value for the shareholders of the Company.”
About Lancaster Colony Corporation
Lancaster Colony Corporation is a diversified manufacturer and marketer of consumer products
including specialty foods for the retail and foodservice markets; glassware and candles for the
retail, floral and foodservice markets; and automotive products for the original equipment market
and aftermarket.
About Barington Capital Group, X.X.
Xxxxxxxxx Capital Group, L.P. is an investment management firm that primarily invests in
undervalued, small and mid-capitalization companies. Barington and its principals are experienced
value-added investors who have taken active roles in assisting companies in creating or improving
shareholder value.
We desire to take advantage of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward-looking
statements” within the meaning of the PSLRA and other applicable securities laws. Such statements
can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,”
“believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future
expectations, contain projections regarding future developments, operations or financial
conditions, or state other forward-looking information. Such statements are based upon assumptions
and assessments made by us in light of our experience and perception of historical trends, current
conditions, expected future developments and other factors we believe to be appropriate. These
forward-looking statements involve various important risks, uncertainties and other factors that
could cause our actual results to differ materially from those expressed in the forward-looking
statements. Actual results may differ as a result of factors over which we have no, or limited,
control including our ability to identify suitable directors to serve on our board, market and
industry conditions that may affect the Company’s profitability and willingness and ability to
repurchase shares, and our ability to complete our strategic review of alternatives for our nonfood
operations and our ability to execute any of those alternatives. Management believes these
forward-looking statements to be reasonable; however, undue reliance should not be placed on such
statements that are based on current expectations. We undertake no obligation to update such
forward-looking statements. More detailed statements regarding significant events that could
affect our financial results are included in our annual report on Form 10-K as filed with the
Securities and Exchange Commission.
Contacts:
Lancaster Colony Corporation
Investor Relations Consultants, Inc.
Phone: (000) 000-0000 or E-mail: xxxx@xxxxxxxxxx.xxx
Phone: (000) 000-0000 or E-mail: xxxx@xxxxxxxxxx.xxx
The Barington Group
Xxxxx Xxxxx
Xxxxxxx
Phone: (000) 000-0000
Xxxxxxx
Phone: (000) 000-0000
