Business
Rocky Mountain Chocolate Factory Enters into Settlement Agreement with AB Value/Radoff Group and Mary Bradley
Dismissal of All Pending Lawsuits and New Standstill Agreement Until 2025 Enable Company to Execute on Its Strategic Transformation Durango,
About this update from Rocky Mountain Chocolate Factory, Inc.
[{"type":"text","content":"Dismissal of All Pending Lawsuits and New Standstill Agreement Until 2025 Enable Company to Execute on Its Strategic Transformation\nDurango, Colorado--(Newsfile Corp. - December 19, 2022) - Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) (the \"Company,\" \"we\" or \"RMCF\"), a leading manufacturer and international franchiser of gourmet chocolates and other confectionary products, has entered into a Settlement Agreement and Release by and among the Company, Bradley L. Radoff, Andrew T. Berger, AB Value Partners, LP, AB Value Management LLC and Mary Bradley (together the \"Parties\") pertaining to, among other things, the dismissal of all pending lawsuits between the Parties and the appointment of one director to the Company's Board of Directors (the \"Board\").\n\"We are pleased to reach a resolution with the Radoff and AB Value investors as the Company and its executive management team move forward with the development and execution of our strategic plan,\" said Jeff Geygan, Board Chair of RMCF. \"Among the executive management team, Board, and our shareholders, we are aligned with a clear vision for RMCF. The Company is free to continue its transformation without diverting time and resources to additional litigation and other disruptions related to this dispute.\"\n\"I believe RMCF is uniquely positioned to take advantage of evolving retail and marketing dynamics,\" said CEO Rob Sarlls. \"We are committed to strengthening existing franchisee relationships and expanding efforts to attract and secure new ones. We will also further deepen our bench with leading executives, execute on our strategic plan and implement multiple cost saving initiatives that will contribute to material improvements in operating margins and adjusted EBITDA.\"\nPursuant to the Agreement, the Parties agreed to a \"Standstill Period\" that commenced on December 14, 2022 and continues until the date that is forty-five (45) days prior to the beginning of the Company's advance notice period for the nomination of directors at the Company's 2025 annual meeting of stockholders. During the Standstill Period, Radoff and AB Value investors agreed, subject to certain exceptions, to comply with certain customary standstill provisions.\nThe Parties also agreed that the Board shall take such action to appoint a female director candidate with at least five year...