Cal-Maine Foods, Inc. Announces Agreement With Company’s Founder’s Family

About this update from Cal-maine Foods, Inc.

[{"type":"text","content":"\nAlso Announces New $500 Million Share Repurchase Program\n\n\nAnnounces Potential Transition to Non-Controlled Company\n\n\n RIDGELAND, Miss.--(BUSINESS WIRE)--\nCal-Maine Foods, Inc. (NASDAQ: CALM) (“Cal-Maine Foods” or the “Company”) today announced that it has entered into an agreement with members of the family of its founder Fred R. Adams, Jr., relating to the potential diversification of their individual financial portfolios. As discussed below, the agreement creates a process for the potential conversion of all of their super voting Class A Common Stock (“Class A Shares”) to Cal-Maine Foods’ Common Stock (“Common Shares”). Should the conversion occur, all the Company’s shares would be a single class, with one vote per share. Because the family-owned controlling stockholder owns all of the Company’s super voting shares, converting those shares into Common Shares would cause the controlling stockholder’s voting power to fall from 53.2% to 12.0%, although its economic interest in the Company would remain unchanged at 12.0%. The potential diversification could result in the Company ceasing to be a “controlled company” pursuant to the rules of The Nasdaq Stock Market. The timing and manner of these potential diversification transactions have not been decided. The Board of Directors (the “Board”) has taken the steps described below to position the Company for the potential loss of controlled company status.\n\n\nThe Company also announced that its Board has approved a new share repurchase program which authorizes repurchases of up to $500 million of Cal-Maine Foods’ Common Stock. The actual timing, value and manner of share repurchases will be determined by management in its discretion. The Company expects to strategically and opportunistically repurchase shares from time to time in the open market, subject to market conditions and other factors.\n\n\nAs described below, the Company has granted registration rights to the family members to facilitate the sale of Common Shares in the open market, should they decide to sell their shares. It is also possible that the Company could use a portion of its new share repurchase program to repurchase some of the family members’ Common Shares as part of the family’s portfolio diversification efforts. Any repurchases from the family members would require approval from the Special Committe...

More updates from Cal-maine Foods, Inc.