Concerned that Certain Insiders May Be Contemplating a “Take Private” Transaction That Would Undervalue the Company
Extremely Disappointed in Board for Refusing Shareholder Representation
Vows to Take Any and All Actions Necessary to Protect Shareholder Value
CORAL SPRINGS, Fla., Dec. 22, 2023 (GLOBE NEWSWIRE) — Kanen Wealth Management, LLC, owner of approximately 9.2% of the Real Good Food Company, Inc.’s (NASDAQ: RGF) (the “Company”) Class A Common Stock outstanding, issued a letter to the Company’s board of directors warning against a potential “take private” offer and transaction that would deprive long-suffering shareholders of the appropriate premium for their shares.
The full text of the letter is below:
Dear Mr. Bryan Freeman and RGF Directors,
Kanen Wealth Management, LLC (“KWM”) is one of the largest shareholders of the Real Good Food Company, Inc. (NASDAQ: RGF) (“RGF” or the “Company”), owning over 1.8 million shares, representing approximately 9.2% of the Company’s outstanding Class A Common Stock. Given our ownership of the Company, we recently requested representation on the Company’s board of directors (the “Board”) but were rejected. We remain extremely displeased with your decision and feel that it was made to protect the control that Mr. Freeman, Mr. Law, and Mr. Chappelle currently have over the Company, rather than for the best interest of non-insider shareholders.
We note that the current Board has served since 2020 and during that time over 85% of shareholder value has been destroyed! Based on our interaction with Mr. Bryan Freeman, we feel it’s appropriate to warn the current management and Board against conducting a potential management buyout of remaining shares not owned by management and the Board. It is our strong opinion that the Board has attempted to keep KWM off of the Board because it potentially plans on buying RGF shares at a premium, but nonetheless a deep discount to the peer group multiples of 3-3.5x revenue. We base this assertion on commentary directly from Mr. Freeman that implied as such.
In this case, a management buyout, or “take private” transaction, would disproportionately benefit management despite paying a premium to remaining shareholders, as management would essentially be afforded the opportunity to “re-skin” and or roll their equity, and sell the Company for a significantly higher price at a later date, likely fetching near 3-3.5x of RGF’s revenue (we estimate $600-$750 million). This would in effect short-change long suffering shareholders and reward greedy insiders for a job poorly done. We are writing to the Board to put you on notice and to strongly discourage you from allowing this egregious betrayal of your fiduciary duties to the Company’s shareholders.
As the Company’s largest shareholder, we believe in the long-term prospects of this brand. We feel that the Company’s low-glycemic, high-protein, and healthy products fill an unmet need in the refrigerated/frozen marketplace.
RGF Board – if you have nefarious intentions of taking any actions in this manner, receive our message and know that we will be watching and will oppose you. We will not allow shareholders to be taken advantage of.
/s/ David Kanen
President & CEO
Kanen Wealth Management
About Kanen Wealth Management, LLC
Kanen Wealth Management, LLC is a value-oriented investment management company that focuses on unlocking shareholder value at small-cap companies.
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