UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14C INFORMATION
Information Statement Pursuant To Section 14(c) of the
Securities Exchange Act of 1934

 

Check the appropriate box:

GOLDEN ENTERPRISES, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

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Golden Enterprises, Inc.
One Golden Flake Drive
Birmingham, Alabama 35205

NOTICE OF ACTION BY WRITTEN CONSENT AND APPRAISAL RIGHTS AND
INFORMATION STATEMENT
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.

September 8, 2016

Dear Stockholder:

This notice of action by written consent and appraisal rights and the accompanying information statement (the “Information Statement”) are being furnished to holders of common stock of Golden Enterprises, Inc., a Delaware corporation (“Golden Enterprises,” the “Company,” “we,” “us” or “our”).

On July 18, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Utz Quality Foods, Inc., a Pennsylvania corporation (“Utz”), and Westminster Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Utz, providing for, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, the acquisition of the Company by Utz at a price of $12.00 in cash per share of the Company’s common stock, par value $0.66 2/3 per share (“Common Stock”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Utz. A copy of the Merger Agreement is included as Annex A to the Information Statement.

At the time the Merger becomes effective (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any subsidiary of the Company, Utz, Merger Sub or any other subsidiary of Utz or shares with respect to which appraisal rights have been properly exercised in accordance with the General Corporation Law of the State of Delaware (the “DGCL”)) will be converted into the right to receive $12.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). All shares of Common Stock so converted will, at the Effective Time, be cancelled, and each holder of such converted Common Stock will cease to have any rights with respect to such Common Stock, except for the right to receive the Merger Consideration.

If the Merger is completed, you will be entitled to receive $12.00 in cash, without interest and less any applicable withholding taxes, for each share of Common Stock owned by you (unless you have properly exercised your appraisal rights under Section 262 of the DGCL (“Section 262”) with respect to such shares).

To assist in evaluating the fairness of the Merger to our stockholders, our board of directors (the “Board”) formed a special committee (the “Special Committee”) consisting of four members of the Board, William B. Morton, Jr., Edward R. Pascoe, John S.P. Samford, and John S. Stein, III, who are not employed by the Company or its affiliates and have no personal interest in the Merger that would not be shared by all other stockholders of the Company generally, to consider and negotiate the terms and conditions of the Merger Agreement and to make a recommendation with respect to the Merger to the Board. The Special Committee unanimously determined that the Merger Agreement and the Merger were advisable and in the best interests of all the stockholders of the Company, approved the Merger Agreement and the Merger and recommended that the Board approve the Merger Agreement and the Merger. The Board, upon the Special Committee’s unanimous recommendation, unanimously determined that the Merger Agreement and the Merger were advisable and in the best interests of all the stockholders of the Company and approved the Merger Agreement and the consummation of the Merger. In arriving at its recommendation of the Merger Agreement, the Special Committee carefully considered a number of factors, which are described in the enclosed Information Statement.

Under Delaware law and the Company’s Certificate of Incorporation and Bylaws, each as amended, the adoption of the Merger Agreement and the consummation of the Merger by the Company’s stockholders

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required the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock. On July 18, 2016, after execution and delivery of the Merger Agreement by all parties thereto, SYB, Inc., a Delaware corporation, the Marital Testamentary Trust under Will of Sloan Y Bashinsky, Sr., deceased, Probated on August 12, 2005, and Joann F. Bashinsky, individually (collectively, the “Principal Stockholders”), delivered to the corporate secretary of the Company an irrevocable written consent adopting the Merger Agreement and approving the consummation of the Merger. As of July 18, 2016, the Principal Stockholders held shares of Common Stock representing approximately 55.9% of the outstanding shares of Common Stock. Accordingly, the adoption of the Merger Agreement by the Company’s stockholders was effected in accordance with Section 251 of the DGCL on July 18, 2016. No further approval of the stockholders of the Company is required to adopt the Merger Agreement and approve the consummation of the Merger. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the Merger Agreement and does not intend to call a meeting of stockholders for purposes of voting on the adoption of the Merger Agreement and the consummation of the Merger.

This notice of action by written consent and appraisal rights and the Information Statement shall constitute notice to you from the Company that the Merger and the Merger Agreement have been adopted by the holders of a majority of the Common Stock by written consent in lieu of a meeting in accordance with Section 228 of the DGCL.

Under Section 262, if the Merger is completed, subject to compliance with the requirements of Section 262, holders of shares of Common Stock (other than the Principal Stockholders), will have the right to demand appraisal for, and to be paid the “fair value” of, their shares of Common Stock (as determined by the Court of Chancery of the State of Delaware (the “Court”)), together with interest, if any, as determined by the Court, instead of receiving the Merger Consideration. In order to exercise your appraisal rights, you must demand in writing an appraisal of your shares no later than 20 days after the date of the mailing of this notice and Information Statement, which 20^th day is September 28, 2016, and comply precisely with the requirements of Section 262, which are summarized in the accompanying Information Statement. A copy of Section 262 is included as Annex C to the Information Statement. This notice and the Information Statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 262.

The Information Statement accompanying this letter provides you with more specific information concerning the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We encourage you to carefully read the Information Statement and the copy of the Merger Agreement included as Annex A to the Information Statement. Please do not send in your Common Stock at this time. If the Merger is completed, you will receive instructions regarding the surrender of your Common Stock and payment for your shares of Common Stock.

By order of the Board of Directors

Very truly yours,
 
Mark W. McCutcheon
Chief Executive Officer and President

Neither the U.S. Securities and Exchange Commission nor any state securities or other regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying Information Statement. Any representation to the contrary is a criminal offense.

The Information Statement is dated September 8, 2016 and is first being mailed to stockholders on or about September 8, 2016.

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		Page No.
SUMMARY TERM SHEET			1
The Parties to the Merger Agreement			1
The Merger			2
The Board and Special Committee			2
Required Approval of the Merger; Record Date; Action by Stockholder Consent			2
Opinion of the Special Committee’s Financial Advisor			3
Appraisal Rights			4
Certain Effects of the Merger			4
Effects on the Company if the Merger is not Completed			4
Treatment of Stock Options			4
Interests of the Company’s Directors and Executive Officers in the Merger			5
Financing of the Merger			5
Conditions to the Merger			5
Regulatory Approvals			6
No Solicitation			6
Termination			7
Termination Fee			8
Material U.S. Federal Income Tax Consequences			8
Additional Information			9
QUESTIONS AND ANSWERS ABOUT THE MERGER			10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			14
THE PARTIES			14
Golden Enterprises, Inc			14
Utz Quality Foods, Inc			14
Westminster Sub, Inc			14
THE MERGER			15
Overview			15
Background of the Merger			15
Required Approval of the Merger; Record Date; Action by Stockholder Consent			28
Reasons for the Merger; Recommendation of the Special Committee and the Board			29
Opinion of the Special Committee’s Financial Advisor			33
Prospective Financial Information			42
Certain Effects of the Merger			44
Effects on the Company if the Merger is not Completed			45
Financing of the Merger			45
Interests of the Company’s Directors and Executive Officers in the Merger			45
Dividends			49
Regulatory Approvals Required for the Merger			49
Material U.S. Federal Income Tax Consequences of the Merger			49
Delisting and Deregistration of the Common Stock			51
THE MERGER AGREEMENT			52
Explanatory Note Regarding the Merger Agreement			52
The Merger			52
Treatment of the Common Stock in the Merger			52
Dissenting Shares			53

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		Page No.
Treatment of Stock Options			53
Payment for the Common Stock in the Merger			53
Representations and Warranties			54
Conduct of Business Pending the Merger			56
Action by Stockholder Consent			57
Other Covenants and Agreements			58
Efforts to Consummate			59
Access and Confidentiality			60
Directors’ and Officers’ Indemnification and Insurance			60
Employee Benefits			60
Conditions to the Merger			60
Termination			61
Fees and Expenses			62
Payment of Termination Fee			62
Amendments and Waivers			63
Equitable Remedies			63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64
Security Ownership of Management			64
Voting Control			66
APPRAISAL RIGHTS			67
MARKET AND DIVIDEND INFORMATION			70
MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS (HOUSEHOLDING)			71
SUBMISSION OF STOCKHOLDER PROPOSALS			71
WHERE YOU CAN FIND ADDITIONAL INFORMATION			72
Annex A: Merger Agreement			A-1
Annex B: Opinion of North Point Advisors, LLC			B-1
Annex C: Section 262 of the General Corporation Law of the State of Delaware			C-1

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GOLDEN ENTERPRISES, INC.
One Golden Flake Drive
Birmingham, Alabama 35205

 

INFORMATION STATEMENT

This information statement and notice of action by written consent and appraisal rights (collectively, this “Information Statement”) contains information relating to the Agreement and Plan of Merger, dated July 18, 2016 (the “Merger Agreement”), entered into by and among Utz Quality Foods, Inc. (“Utz”), Westminster Sub, Inc. (“Merger Sub”) and Golden Enterprises, Inc. (the “Company,” “we,” “us” or “our”). We are furnishing this Information Statement to stockholders of the Company pursuant to applicable provisions of Delaware law and certain securities regulations. This Information Statement is dated September 8, 2016 and is first being mailed to our stockholders on or about September 8, 2016.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.

SUMMARY TERM SHEET

This summary term sheet highlights selected information in this Information Statement and may not contain all of the information about the Merger (as defined below under “The Merger”) that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary term sheet. You should carefully read this Information Statement in its entirety, including the annexes hereto and the other documents to which we have referred you, for a more complete understanding of the Merger. You may obtain, without charge, copies of documents incorporated by reference into this Information Statement by following the instructions under the section of this Information Statement entitled “Where You Can Find Additional Information” beginning on page 72.

The Parties to the Merger Agreement
(page 14)

Golden Enterprises, Inc. is a Delaware holding company, which owns all of the outstanding capital stock of Golden Flake Snack Foods, Inc. (“Golden Flake”). Golden Flake has been a premiere producer, marketer, and distributor of snack products in the Southeastern United States since 1923. Golden Flake manufactures and distributes a full line of high quality salted snack items, such as potato chips, tortilla chips, corn chips, fried pork skins, baked and fried cheese curls, onion rings, and puff corn. Golden Flake also sells canned dips, pretzels, peanut butter crackers, cheese crackers, dried meat products, and nuts packaged by other manufacturers using the Golden Flake label. The Company’s Common Stock is listed on the Nasdaq Global Market, which we refer to as “NASDAQ,” under the trading symbol “GLDC.” Golden Enterprises’ principal executive office is located at One Golden Flake Drive, Birmingham, Alabama, and its telephone number is (205) 323-6161.

Utz is a privately held and family managed snack food company, founded in 1921 by William and Salie Utz. They began making potato chips out of their home in Hanover, Pennsylvania, in much the same way Frank Mosher, Mose Lischkoff and Helen Freidman began Golden Flake in 1923. During their tenure, Utz grew from a small local operation to the multi-state corporation it is today. Currently, Utz manufactures and markets a full line of snack products, including potato chips, pretzels, cheese snacks, tortillas, veggie snacks, popcorn and more throughout the United States and internationally. Utz has six manufacturing facilities in Pennsylvania with additional facilities in Colorado, Louisiana and Massachusetts. Utz’s principal executive office is located at 900 High Street, Hanover, Pennsylvania 17331, and its telephone number is (717) 637-6644.

Merger Sub was formed on July 13, 2016, solely for the purpose of engaging in the Merger. Merger Sub has not engaged in any business other than in connection with the Merger, and upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive office is located at 900 High Street, Hanover, Pennsylvania 17331, and its telephone number is (717) 637-6644.

Please see the section of this Information Statement entitled “The Parties” beginning on page 14.

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The Merger
(page 52 and Annex A)

The Company, Utz and Merger Sub entered into the Merger Agreement on July 18, 2016. A copy of the Merger Agreement is included as Annex A to this Information Statement. Under the terms of the Merger Agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Merger Sub will be merged with and into the Company, which we refer to as the “Merger.” The Company will survive the Merger as a wholly-owned subsidiary of Utz (the “Surviving Corporation”).

Upon the consummation of the Merger, each share of the Company’s common stock, par value $0.66-2/3 per share (“Common Stock”), that is issued and outstanding immediately prior to the time the Merger becomes effective (the “Effective Time”), other than shares owned by the Company, any subsidiary of the Company, Utz, Merger Sub or any other subsidiary of Utz or shares with respect to which appraisal rights have been properly exercised in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), will be converted into the right to receive $12.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”).

Please see the section of this Information Statement entitled “The Merger” beginning on page 15.

The Board and Special Committee

Our board of directors (the “Board”) formed a special committee (the “Special Committee”) on November 17, 2015, consisting of Edward R. Pascoe, John S. P. Samford, William B. Morton, Jr. and John S. Stein, III, each of whom is an independent director with no personal interest in the Merger that would not be generally shared by all other stockholders of the Company, to evaluate the Merger and other alternatives available to the Company and to otherwise represent the interests of our stockholders. Among other things, the Board resolved not to approve any transaction without a favorable recommendation from the Special Committee. The Special Committee carefully reviewed and considered the terms and conditions of the Merger Agreement and the Merger.

The Special Committee unanimously recommended that our Board approve the Merger Agreement. After careful consideration and based in part on the unanimous recommendation of the Special Committee, our Board unanimously (i) adopted and declared advisable the Merger Agreement and the consummation of the Merger, (ii) authorized and approved the Merger Agreement and the consummation of the Merger, and (iii) determined that the Merger is in the best interests of the Company and its stockholders. For a discussion of the material factors that the Special Committee and the Board considered in determining to approve the Merger Agreement, please see the section of this Information Statement entitled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Board” beginning on page 29.

Required Approval of the Merger; Record Date; Action by Stockholder Consent
(page 28)

Under Delaware law and the Company’s Certificate of Incorporation and Bylaws, each as amended, the adoption of the Merger Agreement by the Company’s stockholders required the affirmative vote or written consent of the stockholders holding a majority of the outstanding shares of Common Stock (such stockholder approval is sometimes referred to in this Information Statement as the “Requisite Company Vote”).

On July 18, 2016, the record date, there were 11,291,757 shares of Common Stock outstanding and entitled to vote, held by 775 stockholders of record.

On July 18, 2016, after execution of the Merger Agreement by all parties thereto, SYB, Inc., a Delaware corporation, John S. Stein, Jr. (the father of John S. Stein, III) and John P. McKleroy, Jr., as trustees under the Marital Testamentary Trust under Will of Sloan Y. Bashinsky, Sr., deceased, probated on August 12, 2005 (the “Marital Trust”), and Joann F. Bashinsky (collectively, the “Principal Stockholders”), executed and delivered to the corporate secretary of the Company and to Utz an irrevocable written consent (the “stockholder consent”) approving and adopting the Merger Agreement. As of July 18, 2016, the Principal Stockholders held shares of Common Stock representing approximately 55.9% of the outstanding shares of Common Stock. Accordingly, the adoption of the Merger Agreement by the Company’s stockholders was effected in accordance with Section 251 of the DGCL on July 18, 2016. No further approval of the stockholders of the Company is required to adopt the Merger Agreement. As a result, the Company has not solicited and will not

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be soliciting your vote for the adoption of the Merger Agreement and does not intend to call a meeting of stockholders for purposes of voting on the adoption of the Merger Agreement. If the Merger Agreement is terminated in accordance with its terms, the stockholder consent will be of no further force or effect.

Federal securities laws state that the Merger may not be completed until 20 days after the date of mailing of this Information Statement to the Company’s stockholders. Therefore, notwithstanding the execution and delivery of the stockholder consent (which was obtained shortly after the execution of the Merger Agreement), the Merger will not occur until that time has elapsed. We currently expect the Merger to be completed by September 30, 2016, subject to the satisfaction of the conditions to closing in the Merger Agreement. However, there can be no assurance that the Merger will be completed on or prior to that time, or at all.

This Information Statement shall constitute notice to you from the Company that the Merger and the Merger Agreement have been adopted by the holders of a majority of the Common Stock by written consent in lieu of a meeting in accordance with Section 228 of the DGCL.

Please see the section of this Information Statement entitled “The Merger — Required Approval of the Merger; Record Date; Action by Stockholder Consent” beginning on page 28.

Opinion of the Special Committee’s Financial Advisor
(page 33 and Annex B)

The Special Committee retained North Point Advisors LLC, which is referred to in this Information Statement as “North Point Advisors,” as financial advisor to the Special Committee, in connection with the Merger and the other transactions contemplated by the Merger Agreement, which are collectively referred to as the “Transaction” throughout this section and the summary of North Point Advisors’ opinion below under the section entitled “The Merger — Opinion of the Special Committee’s Financial Advisor.” In connection with its engagement of North Point Advisors, the Special Committee requested that North Point Advisors evaluate the fairness, from a financial point of view, to the holders of shares of Common Stock (other than certain excluded shares specified in North Point Advisors’ opinion, which are collectively referred to as “Excluded Shares” throughout this section and the summary of North Point Advisors’ opinion below under the section entitled “The Merger — Opinion of the Special Committee’s Financial Advisor”) of the Merger Consideration proposed to be paid to such holders pursuant to the Merger Agreement. On July 18, 2016, North Point Advisors rendered to the Special Committee and to the Board its written opinion dated July 18, 2016, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by North Point Advisors in preparing its opinion, the Merger Consideration proposed to be paid to the holders of the Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of North Point Advisors’ written opinion dated July 18, 2016, which is attached as Annex B and is incorporated herein by reference, should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by North Point Advisors in preparing its opinion.

North Point Advisors delivered its opinion to the Special Committee and the Board for the benefit and use of the Special Committee (in its capacity as such) and the Board in connection with and for purposes of their evaluation of the per share Merger Consideration from a financial point of view. North Point Advisors’ opinion did not address any other terms or other aspects or implications of the Merger or related transactions and no opinion or view was expressed as to the relative merits of the Merger or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger or any related transaction. North Point Advisors also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger, any related transactions or any other matter.

Please see the section of this Information Statement entitled “The Merger — Opinion of the Special Committee’s Financial Advisor” beginning on page 33.

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Appraisal Rights
(page 67)

The Company’s stockholders (other than the Principal Stockholders) did not provide a consent to the adoption of the Merger Agreement and, under the DGCL, will have the right to demand appraisal for and receive the “fair value” of their shares of Common Stock as determined by the Court of Chancery of the State of Delaware (the “Court”) in lieu of receiving the Merger Consideration if the Merger is completed, but only if they strictly comply with the procedures and requirements set forth in Section 262 of the DGCL (“Section 262”). In order to exercise your appraisal rights, you must demand in writing an appraisal of your shares no later than 20 days after the date of the mailing of this Information Statement, which 20^th day is September 28, 2016, and comply precisely with other procedures set forth in Section 262.

A copy of Section 262 is included as Annex C to this Information Statement. We urge you to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to demand appraisal, stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to comply strictly with all of the requirements of Section 262 will result in loss of the right of appraisal. You should be aware that the “fair value” of your shares of Common Stock as determined under Section 262 could be more than, the same as, or less than the value that you are entitled to receive under the terms of the Merger Agreement.

Please see the section of this Information Statement entitled “Appraisal Rights” beginning on page 67.

Certain Effects of the Merger
(page 44)

Upon consummation of the Merger, Merger Sub will be merged with and into the Company with the Company being the Surviving Corporation and a wholly-owned subsidiary of Utz.

Following the closing of the Merger, the Common Stock will no longer be traded on NASDAQ or any other public market.

Please see the section of this Information Statement entitled “The Merger — Certain Effects of the Merger” beginning on page 44.

Effects on the Company if the Merger is not Completed
(page 45)

If the Merger is not completed for any reason, the Company’s stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, the Company will remain an independent public company and stockholders will continue to own their shares of Common Stock.

Under certain circumstances, if the Merger Agreement is terminated, a termination fee may be payable by the Company.

Please see the section of this Information Statement entitled “The Merger Agreement — Payment of Termination Fee” beginning on page 62.

Treatment of Stock Options
(page 53)

Each option to purchase Common Stock that remains outstanding immediately prior to the Effective Time will become vested (if then unvested) in full and cancelled, and each holder thereof will be entitled to receive in respect of such option an amount in cash (without interest and less any applicable withholding taxes) equal to the number of shares of Common Stock subject to such option multiplied by the amount, if any, by which $12.00 exceeds the per share exercise price of such option.

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Interests of the Company’s Directors and Executive Officers in the Merger
(page 45)

Certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. These interests include, among others:

The Special Committee and the Board were aware of the different or additional interests set forth herein and considered such interests along with other matters in approving the Merger Agreement and the Merger.

Please see the section of this Information Statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 45.

Financing of the Merger
(page 45)

The Merger is not subject to a financing condition. Utz plans to use cash on hand and other available sources of financing to fund the Merger Consideration.

Please see the section of this Information Statement entitled “The Merger — Financing of the Merger” beginning on page 45.

Conditions to the Merger
(page 60)

The respective obligations of Utz, Merger Sub and the Company to effect the Merger are subject to the satisfaction or waiver, on or prior to the closing of the Merger, of each of the following mutual conditions:

The obligation of Utz and Merger Sub to effect the Merger is also subject to the satisfaction or waiver by Utz, on or prior to the closing of the Merger, of the following additional conditions:

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The waiting period with respect to the Merger under the HSR Act expired on September 6, 2016.

The obligation of the Company to effect the Merger is subject to the satisfaction or waiver by the Company, on or prior to the closing of the Merger, of the following additional conditions:

Regulatory Approvals
(page 49)

The consummation of the Merger is subject to review under the HSR Act. As described above in the section entitled “Conditions to the Merger,” the obligations of the Company, Utz and Merger Sub to effect the Merger is subject to the expiration or termination of the waiting period (and any extension thereof) applicable to the Merger under the HSR Act. The HSR Act provides that certain transactions may not be completed until required information has been furnished to the Antitrust Division of the United States Department of Justice, which is referred to as the DOJ, and the Federal Trade Commission, which is referred to as the FTC, and until certain waiting periods have been terminated, have expired or approval has been obtained. Each of the Company and Utz filed a Pre-Merger Notification and Report Form under the HSR Act with the FTC and the DOJ in connection with the Merger on August 4, 2016. The waiting period with respect to the Merger under the HSR Act expired on September 6, 2016.

Please see the section of this Information Statement entitled “The Merger — Regulatory Approvals Required for the Merger” beginning on page 49.

No Solicitation
(page 58)

In the Merger Agreement, the Company agreed to, and to cause its subsidiaries and their respective representatives to, immediately cease any discussions, negotiations, or communications with any party with respect to any Takeover Proposal (as such term is defined in the “The Merger Agreement — Other Covenants and Agreements” section beginning on page 58). Subject to the exception set forth below, the Company agreed that it and its subsidiaries would not, and would cause its and their representatives not to, directly or indirectly:

In addition, neither the Board nor any committee thereof may fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to Utz or Merger Sub, the Board’s recommendation of the Merger, or recommend a Takeover Proposal, fail to recommend against acceptance of any tender offer or exchange offer for shares of Common Stock within ten business days after the commencement of such offer, or make any public statement inconsistent with the Board’s recommendation of the Merger, or resolve or agree to take any of the foregoing actions (any of the foregoing, a “Company Adverse Recommendation Change”).

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As an exception to the restrictions set forth above, the Merger Agreement provides that if a third party had delivered to the Company (and not withdrawn), during the period from the date of the Merger Agreement (July 18, 2016) until 5:00 p.m. Birmingham, Alabama time on the third calendar day following the date of the Merger Agreement (July 21, 2016, such period, the “Takeover Proposal Review Period”), a bona fide, unsolicited Takeover Proposal in writing that did not result from a breach of the restrictions described above that the Board concludes in good faith, after consultation with outside legal counsel and North Point Advisors, constitutes a Superior Proposal (as such term is defined in the “The Merger Agreement — Other Covenants and Agreements” section beginning on page 58) the Board may, subject to giving Utz notice and certain rights to renegotiate the Merger Agreement, (i) contact such third party in order to clarify the terms of such Takeover Proposal so that the Board (or any committee thereof) may inform itself about such Takeover Proposal, (ii) participate in negotiations or discussions with such third party, (iii) thereafter furnish to such third party nonpublic information relating to the Company or any of its subsidiaries pursuant to an executed confidentiality agreement, (iv) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, and/or (v) take any action that any court of competent jurisdiction orders the Company to take, but in each such case, only if the Board concludes in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Board to be in breach of its fiduciary duties under applicable law. As provided above, the Board may not consider or take any other action with respect to any Takeover Proposal delivered to the Company after the termination of the Takeover Proposal Review Period.

The non-solicitation restrictions also contained limited exceptions prior to the delivery of the stockholder consent. The stockholder consent has been delivered and the Takeover Proposal Review Period expired without the Board receiving any unsolicited Takeover Proposals. Accordingly, the exceptions to the restrictions described above that are provided in the Merger Agreement have terminated.

Please see the section of this Information Statement entitled “The Merger Agreement — Other Covenants and Agreements” beginning on page 58.

Termination
(page 61)

The Merger Agreement may be terminated at any time prior to the Effective Time in the following circumstances:

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Please see the section of this Information Statement entitled “The Merger Agreement — Termination” beginning on page 61.

Termination Fee

The Merger Agreement provides that the Company will be required to pay to Utz a termination fee of 4% of the aggregate Merger Consideration (i) if the Merger Agreement is terminated by Utz pursuant to the first or third termination right of Utz set forth under “The Merger Agreement — Termination,” (ii) the Merger Agreement is terminated by the Company pursuant to the first termination right of the Company set forth under “The Merger Agreement — Termination” or (iii) provided the Requisite Company Vote was not obtained, the Merger Agreement is terminated (a) by Utz, due to certain breaches of the Company’s representations, warranties, covenants or agreements or (b) by either the Company or Utz, if the Merger is not consummated by the End Date and, in either such case, under certain circumstances a Takeover Proposal shall have been publicly made and within six months of such termination of the Merger Agreement the Company shall have consummated any Takeover Proposal or entered into a definitive agreement with respect to any Takeover Proposal. Please see the section of this Information Statement entitled “The Merger Agreement —  Payment of Termination Fee” beginning on page 62.

Material U.S. Federal Income Tax Consequences
(page 49)

The receipt of cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, if you are a U.S. Holder (as defined below under “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”), you generally will recognize gain or loss equal to the difference between the amount of cash you receive pursuant to the Merger and your adjusted tax basis in the shares of Common Stock converted into cash pursuant to the Merger. If you are a Non-U.S. Holder (as defined below under “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”), the Merger will generally not be a taxable transaction to you under U.S. federal income tax

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laws unless you have certain connections to the United States, but may be a taxable transaction to you under non-U.S. income tax laws, and you are encouraged to seek tax advice regarding such matters. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the particular tax effects to you.

Please see the section of this Information Statement entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 49 for a more complete discussion of the material U.S. federal income tax consequences of the Merger.

Additional Information
(page 72)

You can find more information about the Company in the periodic reports and other information we file with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549 and at the website maintained by the SEC at www.sec.gov.

Please see the section of this Information Statement entitled “Where You Can Find Additional Information” beginning on page 72.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers address briefly some questions you may have regarding the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. You should read the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement.

The receipt of cash in exchange for shares of Common Stock pursuant to the Merger generally will be a taxable transaction for U.S. federal income tax purposes. Please see the discussion in the section entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 49, for a more detailed description of the U.S. federal income tax consequences of the Merger. You should consult your own tax advisor for a full understanding of how the Merger will affect your U.S. federal, state, local and foreign taxes.

For a discussion of the factors that the Board considered in determining to approve the Merger Agreement, please see the section of this Information Statement entitled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Board.” In addition, in determining to approve the Merger Agreement, the Special Committee and the Board were aware that some of the

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Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s stockholders generally. Please see the section of this Information Statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

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Under certain circumstances, if the Merger Agreement is terminated, a termination fee may be payable by the Company. Please see the section of this Information Statement entitled “The Merger Agreement —  Payment of Termination Fee.”

If you received a householded mailing and you would like to have additional copies of this Information Statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Company by phone at (205) 323-6161 or by mail to Golden Enterprises, Inc., One Golden Flake Drive, Birmingham, AL 35205. We will promptly send additional copies of this Information Statement upon receipt of such request.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any statements in this Information Statement regarding the proposed Merger, the expected timetable for completing the proposed Merger, future financial and operating results, future capital structure and liquidity, benefits and synergies of the proposed Merger, future opportunities for the combined company, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the Board or management of the Company constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets,” and their variants and other similar expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the proposed Merger in the time frame expected by the parties or at all; the ability to obtain the required regulatory approvals without conditions, and the satisfaction of the other conditions to the consummation of the proposed Merger; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with current and prospective employees, suppliers, distributors, customers and competitors; the ability of third parties to fulfill their obligations relating to the proposed transaction; and the other factors and financial, operational and legal risks or uncertainties described in the Company’s public filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended June 3, 2016, as amended by Form 10-K/A on August 18, 2016, and subsequent reports on Forms 10-Q and 8-K filed with the SEC, all of which are or may in the future be incorporated by reference into this Information Statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.

THE PARTIES

Golden Enterprises, Inc.

Golden Enterprises, Inc. is a Delaware holding company, which owns all of the outstanding capital stock of Golden Flake Snack Foods, Inc. (“Golden Flake”). Golden Flake has been a premiere producer, marketer, and distributor of snack products in the Southeastern United States since 1923. Golden Flake manufactures and distributes a full line of high quality salted snack items, such as potato chips, tortilla chips, corn chips, fried pork skins, baked and fried cheese curls, onion rings, and puff corn. Golden Flake also sells canned dips, pretzels, peanut butter crackers, cheese crackers, dried meat products, and nuts packaged by other manufacturers using the Golden Flake label. The Company’s Common Stock is listed on NASDAQ under the symbol “GLDC.” Golden Enterprises’ principal executive office is located at One Golden Flake Drive, Birmingham, Alabama, and its telephone number is (205) 323-6161.

Utz Quality Foods, Inc.

Utz is a privately held and family managed snack food company, founded in 1921 by William and Salie Utz. They began making potato chips out of their home in Hanover, Pennsylvania, in much the same way Frank Mosher, Mose Lischkoff and Helen Freidman began Golden Flake in 1923. During their tenure, Utz grew from a small local operation to the multi-state corporation it is today. Currently, Utz manufactures and markets a full line of snack products, including potato chips, pretzels, cheese snacks, tortillas, veggie snacks, popcorn and more throughout the United States and internationally. Utz has six manufacturing facilities in Pennsylvania with additional facilities in Colorado, Louisiana and Massachusetts. Utz’s principal executive office is located at 900 High Street, Hanover, Pennsylvania 17331, and its telephone number is (717) 637-6644.

Westminster Sub, Inc.

Merger Sub was formed on July 13, 2016, solely for the purpose of engaging in the Merger. Merger Sub has not engaged in any business other than in connection with the Merger, and upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive office is located at 900 High Street, Hanover, Pennsylvania 17331, and its telephone number is (717) 637-6644.

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THE MERGER

Overview

Under the terms of the Merger Agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Utz. The Board approved the Merger Agreement and recommended that the Company’s stockholders vote to adopt the Merger Agreement.

Upon the consummation of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any subsidiary of the Company, Utz, Merger Sub or any other subsidiary of Utz or shares with respect to which appraisal rights have been properly exercised in accordance with the DGCL) will be converted into the right to receive $12.00 in cash, without interest and less any applicable withholding taxes.

Background of the Merger

The Company’s board of directors (the “Board”) and management team continually review the Company’s long-term strategic plan, with the goal of maximizing stockholder value. As a component of such review, the Board and management periodically evaluate potential alternatives to the Company’s current plan, including strategic transactions involving third parties.

From time to time, Mark McCutcheon, Chairman of the Board, Chief Executive Officer, and President of the Company, engaged in informal discussions with representatives of Utz, Company A, Company B and other companies about a strategic transaction with the Company, including a possible acquisition of the Company at the appropriate time.

On September 23, 2014, Mr. McCutcheon met with Dylan Lissette, President and Chief Executive Officer of Utz, while attending an Executive Leadership Forum hosted by the Snack Food Association in Cape Cod, Massachusetts. During their meeting, Mr. McCutcheon and Mr. Lissette discussed possible business opportunities between Utz and the Company. In addition, Mr. Lissette expressed interest in further exploring a potential acquisition of the Company by Utz.

On January 8, 2015, Mr. Lissette sent an email to Mr. McCutcheon to set a time for them to speak. On February 3, 2015, Mr. Lissette called Mr. McCutcheon to request a meeting for the purpose of discussing a possible acquisition of the Company by Utz. On March 16, 2015, Mr. Lissette and Mr. McCutcheon confirmed a meeting in Birmingham, Alabama on March 27.

On March 27, 2015, Mr. Lissette and John Lindeman, senior advisor at Sageworth, a family office engaged by Utz (“Sageworth”), met with representatives from the Company, including Mr. McCutcheon; Patty Townsend, Chief Financial Officer, Vice President and Secretary of the Company; John P. McKleroy, Jr., the Company’s outside general counsel and a member of the Board; and John S. Stein, III, a member of the Board, at the law offices of Mr. McKleroy’s firm Spain & Gillon, LLC. The representatives of Utz made a presentation to explain why they believed it was a good time for the Company to consider a sale and why Utz was the best candidate to acquire the Company. No specific offer was made and no agreements were entered into at this meeting.

Between April and June 2015, Mr. McCutcheon had several telephone conversations with Mr. Lissette and one telephone conversation with the CEO of Company A about a possible acquisition of the Company.

On June 22, 2015, Mr. Lissette sent a letter on behalf of Utz to Joann F. Bashinsky, a member of the Board and Chairman and Chief Executive Officer of SYB, Inc., the Company’s largest stockholder, in care of Mr. McKleroy. In the letter, Mr. Lissette proposed a transaction in which Utz or an affiliate would acquire all of the Common Stock owned by SYB, Inc., the Marital Testamentary Trust under the Last Will and Testament of Sloan Y. Bashinsky, Sr., deceased, probated on August 12, 2005 (the “Marital Trust”), Mrs. Bashinsky (collectively, the “Principal Stockholders”), and the Bashinsky Foundation, Inc. (together with the Principal Stockholders, the “Bashinsky Group”), at a per share price of $5.35, subject to customary due diligence review and document preparation. On June 22, 2015, the closing trading price of the Common Stock on NASDAQ was $4.20 per share.

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On July 15, 2015, Mr. McKleroy responded on behalf of the Bashinsky Group to notify Mr. Lissette that the Bashinsky Group was not interested in pursuing discussions concerning the sale of their Common Stock to Utz pursuant to the terms proposed in his June 22 letter. Mr. McKleroy also advised Mr. Lissette that any future discussions about Utz’s acquisition of Common Stock should be handled through Mr. McCutcheon, and should involve an acquisition of Common Stock from all of the stockholders, not just the Bashinsky Group.

On August 27, 2015, Mr. Lissette called Mr. McCutcheon and proposed another meeting in Birmingham to discuss a possible acquisition of the Company by Utz.

On September 2, 2015, representatives of Utz met with representatives of the Company at the offices of Spain & Gillon, in Birmingham, Alabama. Attending the meeting on behalf of Utz, were Mr. Lissette; Tim Brown, Chief Executive Officer of Sageworth; Larry Laubach, an attorney from Cozen O’Connor, legal counsel to Utz; and Dan Hebert, an investment banker with Sandler O’Neill & Partners (“Sandler O’Neill”), Utz’s financial advisor. Representing the Company were Mr. McCutcheon, Ms. Townsend, Mr. Stein, III, Mr. McKleroy, and Paul Leonard, an attorney from Spain & Gillon. At the meeting, Utz made an informal proposal to purchase the entire Company through a stock purchase or merger at a price of $6.35 per share, subject to customary due diligence review and document preparation. No agreements were entered into and no letter of intent was delivered at this time. On September 2, 2015, the closing trading price for the Common Stock on NASDAQ was $3.97 per share.

At the Board’s regularly scheduled quarterly meeting on September 17, 2015, Mr. McCutcheon, Mr. McKleroy and Mr. Stein, III, advised the Board that the CEO and other representatives of Utz expressed that Utz had an interest in acquiring the Company and had met with representatives of the Company on September 2, during which meeting Utz’s representatives made a nonbinding preliminary proposal, on behalf of Utz, to acquire the Company for $6.35 per share. No action was taken at this Board meeting.

Between October 2015 and April 2016, Mr. Stein, III had five brief telephone calls with Mr. Hebert in which Mr. Hebert confirmed Utz’s interest in the Company and inquired about the status of any process being conducted by the Company. Throughout the fall of 2015, Mr. McCutcheon continued to receive telephone calls from Mr. Lissette to discuss a possible acquisition of the Company. On September 17, 2015, legal counsel for Utz and legal counsel for the Company discussed, among other things, the structure of the Company and its ownership (including Common Stock held or controlled by certain trusts). On October 12, 2015, various discussions were held between advisors for Utz and Mr. Stein, III with respect to Utz’s interest in acquiring the Company. On October 22, 2015, Mr. McCutcheon and Mr. Lissette had a telephone conversation regarding whether the Board would be willing to discuss any type of sale or merger transaction involving Utz in the future.

In late October 2015, Mr. McCutcheon, Mr. McKleroy, and Mr. Stein, III determined that it would be appropriate to schedule a meeting with Mrs. Bashinsky, as the largest individual stockholder of the Company and the Chairman and Chief Executive Officer of SYB, Inc., the Company’s largest stockholder, to determine if Mrs. Bashinsky and SYB, Inc. would be interested in exploring a possible sale of their Common Stock or some other transaction involving the sale of the Company. Mr. McKleroy, Mr. Stein, III and John Stein, Jr. (Mr. Stein, III’s father), the President and a board member of SYB, Inc. and co-trustee of the Marital Trust, met with Mrs. Bashinsky on November 3, 2015 to have these discussions. Mrs. Bashinsky indicated that she believed that it might be a good time to explore a possible sale of the Company. Mr. McKleroy and Mr. Stein, III reported to Mr. McCutcheon about the outcome of the meeting with Mrs. Bashinsky and further recommended that Mr. McCutcheon call a special meeting of the Board in order to discuss the situation and propose the formation of a special committee of the Board to assist it in exploring the Company’s strategic alternatives.

At a special meeting held on November 17, 2015, the Board, with all members present, discussed that certain third parties may be interested in acquiring the Company, and the Bashinsky Group had been contacted directly about a possible sale of their Common Stock. In light of this situation, the Board approved the formation of a special committee to evaluate and respond to any third party interested in a strategic business relationship with, or an acquisition of the Company (“Possible Transaction”), and to explore and report on any alternatives reasonably available to the Company, including continuation of the Company’s current business plan. Having determined that certain directors may have an actual or perceived conflicts of interest in

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connection with the evaluation of a Possible Transaction or alternative due to such director’s employment by the Company, connections to one or more members of the Bashinsky Group, or membership on the voting committee created under the Last Will and Testament of Sloan Y. Bashinsky, Sr. and the SYB, Inc. Common Stock Trust (the “Voting Committee”), which together directed the vote of more than 50% of the outstanding Common Stock, the Board determined that it would be in the best interest of all of the stockholders of the Company to form a special committee comprised of knowledgeable, independent and disinterested directors for the purpose of evaluating a Possible Transaction and any alternatives.

At its meeting on November 17, 2015, the Board approved the formation of a special committee (the “Special Committee”) comprised of Edward R. Pascoe, John S.P. Samford, William B. Morton, Jr. and Mr. Stein, III, none of whom was employed by the Company or any of its affiliates and none of whom had any personal interest in a Possible Transaction that would not be shared by all stockholders of the Company generally. The Board directed the Special Committee to carefully and knowledgeably evaluate a Possible Transaction and any alternatives reasonably available to the Company, as determined in its sole discretion, with the objective of achieving the best outcome reasonably available to the Company and its stockholders generally. In connection with that mandate, the Board imbued the Special Committee with substantial authority and independence, including the authority to establish, approve, modify, monitor and direct the process and procedures related to its review and evaluation of a Possible Transaction and exploration of alternatives, including the authority to determine not to pursue any transaction. Further, the Board granted the Special Committee the sole authority to respond to inquiries or proposals regarding a Possible Transaction and to solicit, review, evaluate, investigate, pursue and negotiate the terms and conditions of a Possible Transaction or any alternative, as determined in its sole discretion. The Board further determined that it would not approve a Possible Transaction or alternative without the prior favorable recommendation of the Special Committee. In connection with fulfilling its mandate, the Special Committee was authorized and empowered to retain, at the Company’s expense, such legal counsel and financial advisors as the Special Committee deemed appropriate.

On November 20, 2015, the Special Committee held its first meeting via a conference call in which all four members participated. During this meeting, the members of the Special Committee confirmed their understanding of the Board’s mandate and the powers granted to the Special Committee. In addition, the Special Committee elected Mr. Stein, III as the Special Committee’s chairman. The Special Committee also discussed the selection of an independent legal advisor to represent the Special Committee. Mr. Stein, III proposed W. Todd Carlisle, an attorney with the Birmingham, Alabama based law firm Sirote & Permutt, P.C. (“Sirote”), to serve as legal counsel to the Special Committee, and he provided the Special Committee members with information about Mr. Carlisle and Sirote to review prior to the Special Committee’s next meeting.

The Special Committee met in person on December 1, 2015, at the offices of Robins & Morton, located in Birmingham, Alabama. All of the Special Committee members were present. Mr. Carlisle and David W. Drum, attorneys from Sirote, were also in attendance. At this meeting, the Special Committee unanimously approved engaging Mr. Carlisle and Sirote as its legal counsel. Mr. Carlisle and Mr. Drum discussed the Board’s mandate and the duties of the members of the Special Committee in fulfilling such mandate.

The Special Committee then discussed the engagement of an independent financial advisor. The members agreed that it would be in the best interests of the stockholders of the Company for the Special Committee to retain an independent financial advisor to assist the Special Committee. The Special Committee members discussed the characteristics and qualities they judged to be most important in achieving the best results for the stockholders of the Company, and the relative merits and independence of several prospective financial advisors that fit those characteristics. The Special Committee discussed the benefits and drawbacks of interviewing several financial advisors as opposed to focusing on one or two. The Special Committee agreed that it would be best to focus on a couple of well-qualified and independent financial advisors: North Point Advisors and one other advisor.

At the Board’s regularly scheduled quarterly meeting held at the Company’s offices on January 7, 2016, Mr. Stein, III provided an update on the activities of the Special Committee since its formation in November. Mr. Stein, III reported that the Special Committee engaged Mr. Carlisle, an attorney with Sirote, to represent

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the Special Committee, and that the Special Committee had scheduled a meeting for January 20, 2016, to interview a prospective financial advisor. Mr. Stein, III stated that the Special Committee would keep the Board apprised of future developments and would provide an additional report at the next scheduled meeting of the Board.

On January 11, 2016, Mr. McCutcheon and Ms. Townsend met with the CEO and other representatives of Company A in Atlanta, Georgia. During this meeting, the representatives of Company A expressed an interest in acquiring the Company. No specific offer was made and no agreements were entered into at this meeting.

At its meeting on January 20, 2016, held at the offices of Robins & Morton in Birmingham, Alabama, with all of its members present, the Special Committee interviewed representatives of North Point Advisors, LLC, a San Francisco, California based investment bank (“North Point Advisors”), in connection with the Special Committee’s consideration of engaging its services in evaluating a Possible Transaction and other alternatives reasonably available to the Company. Prior to inviting the representatives from North Point Advisors to join the meeting, Mr. Carlisle and Mr. Drum, attorneys from Sirote, briefly discussed the duties of the Special Committee and the importance of engaging a well-qualified, independent financial advisor. Thereafter, the representatives from North Point Advisors, David Jacquin, Matt Kelly, Nathan Kafer, and Mike Huttner, gave a presentation to the Special Committee, which covered the following topics: (i) background and experience of North Point Advisors and the North Point Advisors team; (ii) review of the Company’s brand, products and financial results; (iii) valuation of the Company under various methodologies; (iv) process recommendation designed to enhance the results achievable for the Company’s stockholders; and (v) potential buyers identified by North Point Advisors.

Following North Point Advisor’s formal presentation, the members of the Special Committee questioned the representatives of North Point Advisors about their and the firm’s relationships with prospective buyers identified by North Point Advisors and other business dealings. In addition, the members of the Special Committee asked for Mr. Jacquin’s and Mr. Kelly’s initial thoughts regarding (i) a course of action that would most likely lead to the best result and valuation for the stockholders of the Company, and (ii) the value achievable for stockholders if the Company remained independent and continued executing its own business plan. The representatives of North Point Advisors expressed their opinion that the Company would have to substantially increase its revenues and profitability in order to achieve a valuation that could likely be obtained in connection with a sale of the Company.

The Special Committee held a meeting by telephone on February 22, 2016. All of the members participated as well as Mr. Carlisle and Mr. Drum from Sirote. Mr. Jacquin and Mr. Kelly from North Point Advisors participated for part of the meeting. The purpose of this meeting was to discuss the potential engagement of North Point Advisors as the independent financial advisor to the Special Committee. After further discussion about North Point Advisors, the Special Committee unanimously approved the engagement of North Point Advisors as the Special Committee’s financial advisor. At this meeting, Mr. Stein, III noted that Utz continued to show interest in a potential acquisition of the Company. He confirmed that in light of the formation of the Special Committee and the process that the Special Committee was undertaking, the Company was not responding in any concrete manner to the interest being expressed by Utz. Also at this meeting members of the Special Committee inquired of Mr. Jacquin and Mr. Kelly about their recommendation of the process that would most likely achieve the best result and valuation for the stockholders of the Company. Mr. Jacquin and Mr. Kelly discussed and recommended an auction process, and explained how North Point Advisors would assist the Special Committee in running the auction.

At its telephonic meeting on March 4, 2016, with all members participating, the Special Committee continued the discussion of the process that would most likely achieve the best result and valuation for the stockholders. Also present at this meeting were Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin and Nathan Kafer from North Point Advisors. The primary purpose of this meeting was to discuss the materials prepared by North Point Advisors, which presented the strategic options available to the Company. Mr. Jacquin expressed the opinion that most bankers would likely conclude that the Company was undervalued based on the current price of its publicly traded stock, which was $4.64 on March 4, 2016. Mr. Jacquin then explained that because the Company was undervalued, the best option to maximize stockholder value would likely be the sale of the Company to another company in the Company’s industry, a

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so-called “strategic” buyer. All members of the Special Committee were given the opportunity to ask questions about North Point Advisor’s analysis. The Special Committee then discussed the strategic options reasonably available to the Company to achieve the highest value for the stockholders.

Mr. Stein, III asked the representatives from North Point Advisors to describe for the Special Committee the process by which, in light of its mandate from the Board, the Special Committee could likely achieve the highest possible valuation for the Company’s stockholders. Mr. Jacquin responded that North Point Advisors strongly believed that a sale of the Company in a two-step auction process, as described more fully below, would likely lead to the highest valuation. This process would involve marketing the Company to a select set of parties in the Company’s industry (strategic buyers) and private equity firms (financial buyers). The representatives from North Point Advisors explained that the Company’s stock continued to trade in a relatively flat range and was not likely to increase substantially in the foreseeable future based on the current and expected growth rate of the Company’s revenues. North Point Advisors explained its belief that because of this, the sale of the Company in a two-step auction process would likely maximize the value of the Company to the stockholders.

North Point Advisors provided an overview and projected timeline of a potential sale of the Company in a two-step auction process. North Point Advisors explained to the Special Committee that it would work with the Special Committee to identify and prepare a list of parties that may be interested in the Company. Then, in step-one of the process, a confidential information memorandum (“CIM”) containing information about the Company would be sent to each of these prospects and a form of confidentiality agreement would be prepared to be executed by prospective parties before they would be provided with a copy of the CIM. After giving these parties several weeks to review the CIM, North Point Advisors would request those interested parties to submit a non-binding indication of interest. By submitting an acceptable non-binding indication of interest, an interested party would be invited to participate in step two of the process, during which the party would engage in a more detailed due diligence investigation of the Company that would include, among other things, a meeting with the Company’s management team and access to an electronic data room. Furthermore, as the final part of step-two of the process, North Point Advisors would recommend that the Special Committee request and encourage the prospective parties that were invited into the second round to submit a final bid, which would include a fully-marked definitive agreement containing the terms under which such party proposed to acquire the Company. The Special Committee would then discuss the final bids and proposed terms with North Point Advisors and Sirote, in determining its recommendation to the Board. Mr. Jacquin recommended that the Special Committee schedule another meeting during the second half of the week of March 21, 2016.

After this meeting, Mr. Stein, III contacted Mr. McCutcheon to notify him of the status of discussions and the process. Mr. Carlisle also stated that he would be in touch with Mr. McKleroy, the Company’s general counsel, to assist in starting the process of gathering the information necessary to prepare the CIM.

The Special Committee met again on March 23, 2016, by telephone, in which all members participated. Also participating were Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. This meeting had two primary purposes: (i) to discuss the initial draft of the CIM; and (ii) to discuss the preparation of the list of prospective parties that should be contacted with respect to interest in an acquisition of the Company. The Special Committee discussed with North Point Advisors and Sirote the prospective buyers that should be contacted in order for the Special Committee to discharge its mandate, including obtaining the best value reasonably available for the Company’s stockholders, while also maintaining confidentiality. North Point Advisors led the discussion about prospective buyers by noting that there were companies who had already expressed an interest in acquiring the Company, including Utz, Company A and Company B, and that there were other companies in the Company’s industry and related industries, which should be considered. North Point Advisors indicated that it would begin to develop a list of prospective buyers and encouraged the Special Committee and Sirote to do the same. North Point Advisors stated that it would contact Mr. McCutcheon to assist in developing the list of prospective buyers, and that North Point Advisors would also review private equity financial buyers which might be candidates as prospective buyers.

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The Special Committee met on April 6, 2016, at the offices of Robins & Morton, in Birmingham. All members of the Special Committee were present as were Mr. McCutcheon, the Company’s CEO, and Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. The purposes of this meeting were to review an updated draft of the CIM and to identify and select a list of potential buyers. Mr. Jacquin provided the Special Committee with an update on the status of the CIM and the process timeline. In addition, Sirote noted that a form confidentiality agreement would be prepared to be executed by prospective parties before they would be provided with a copy of the CIM. North Point Advisors provided a list of prospective buyers, included strategic buyers in the Company’s industry or related industries and private equity financial buyers that were either experienced in purchasing a public company or specialized in investing in snack food businesses.

North Point Advisors provided a detailed analysis of each of the prospective strategic and financial buyers, including a review of its history of acquisitions, its balance sheet and its capacity to complete a transaction, the likelihood that it would be interested in pursuing a transaction with the Company and potential antitrust concerns related to the acquisition of the Company. The Special Committee invited Mr. McCutcheon to provide his input on the list of prospective buyers and any insight that he had into each of the prospective buyers. Members of the Special Committee provided similar feedback and insight based upon their knowledge of the industry and general familiarity with several of the prospective buyers. Mr. McCutcheon identified several companies in the industry that he believed might be interested in an acquisition of the Company, including several which had already contacted him in the past, including Utz, Company A and Company B. The Special Committee discussed the attributes of each of the prospective buyers, asking questions of both Mr. McCutcheon and the representatives of North Point Advisors. Following these discussions, the Special Committee identified 19 potential buyers to be involved in the first step in the auction process, which included Utz, Company A and Company B. Of these 19 potential buyers, 14 were strategic buyers and five were private equity financial buyers. The Special Committee believed that the 19 prospective buyers included prospective strategic and financial buyers that would likely be highly interested in acquiring the Company and were not so large as to jeopardize the confidentiality of the process.

At the regularly scheduled quarterly Board meeting held at the Company’s offices on April 7, 2016, Mr. Stein, III updated the Board on the activities of the Special Committee since the January Board meeting. Mr. Stein, III reported that since the Special Committee was appointed, it had held several in person and telephonic meetings. During these meetings, the Special Committee had engaged Sirote as independent legal advisor and North Point Advisors as independent financial advisor, had authorized North Point Advisors to prepare the CIM, and had identified 19 potential strategic and financial buyers that had either previously expressed interest in acquiring the Company or otherwise possessed attributes that the Special Committee believed, based upon the advice of North Point Advisors, were reasonably likely to lead to an opportunity to maximize stockholder value. He then described to the Board the process expected to unfold over the next two months. John Samford, a member of the Special Committee, emphasized to the Board that no decision had been made by the Special Committee as of that time regarding any particular opportunity.

On April 18, 2016, the Special Committee held a telephonic meeting at which all committee members participated. Also participating at the meeting were Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. At this meeting, the Special Committee approved the final draft of the CIM and the form of confidentiality agreement and confirmed the process to contact the 19 potential buyers. Mr. Jacquin expressed his opinion that the climate of the financial markets was favorable to commence the auction process. North Point Advisors recommended to the Special Committee that it move forward, as discussed in the prior meeting. The Special Committee authorized Mr. McCutcheon and North Point Advisors to begin the process.

During the weeks of April 18 and April 24, each of the 19 potential buyers was contacted by North Point Advisors to inform them that the Company was evaluating its alternatives, which might include considering a Possible Transaction. North Point Advisors then determined if they had interest in entering into a confidentiality agreement and exploring a Possible Transaction with the Company through an auction process to be conducted by the Special Committee, with the assistance of North Point Advisors.

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The Special Committee met by telephone on May 4, 2016, to receive an update from North Point Advisors on the process. All of the members participated, as did Mr. Carlisle and Mr. Drum from Sirote, and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. Mr. Jacquin provided the update on the process and timing. He noted that of the 19 companies that had been contacted, eleven had either signed, or indicated a willingness to sign, the confidentiality agreement and requested the CIM. Mr. Jacquin and Mr. Kelly provided specific details about the parties continuing in the process and their perspective on those that were most likely to be the best candidates for a transaction that would achieve maximum stockholder value. Mr. Kelly noted that all of the potential strategic buyers had shown some level of interest, particularly Utz, Company A and Company B, though the CEO of Company B indicated his dissatisfaction with the timing of the process as it was not an opportune time for Company B to acquire the Company due to its own internal distractions. Mr. Kelly also noted that Company C, a private equity financial buyer, had shown interest.

Mr. Jacquin then explained that the next step in the process would be to send bid request letters to the parties who had received a copy of the CIM that would invite them to provide an initial, non-binding, indication of interest in acquiring the Company. Mr. Jacquin indicated that North Point Advisors would have a bid request letter prepared for the Special Committee’s review during the week of May 16, which would be sent to prospective parties later that week, once approved by the Special Committee. Mr. Jacquin recommended giving parties seven to ten days from receipt of the bid request letter to submit their initial indication of interest, so that the initial indications of interest would be received by the end of May.

On May 16, 2016, Mr. Stein, III, Mr. McCutcheon, Mr. McKleroy, and Mr. Kafer from North Point Advisors, met with Mr. Lissette and Mr. Brown from Utz and Mr. Hebert from Sandler O’Neill at the offices of Mr. McKleroy in Birmingham, Alabama. This meeting had been scheduled before the engagement of North Point Advisors and the Special Committee’s commencement of the auction process. As such, little substantive discussion took place at the meeting, but Mr. Lissette confirmed Utz’s strong interest in acquiring the Company and discussed certain items in which Utz had an interest in exploring further during the next stage of the auction process.

The Special Committee met again by telephone on May 18, 2016, to receive an update from North Point Advisors on the status of the process. All members of the Special Committee participated as did Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. Mr. Jacquin informed the Special Committee that North Point Advisors was making good progress and expressed optimism in the initial level of interest expressed by the parties that had received the CIM. He stated that North Point Advisors had been in contact with each of the 19 prospective buyers approved by the Special Committee at its April 6 meeting. Mr. Jacquin noted that eleven of the 19 were now in possession of the CIM, which included six strategic buyers (including Utz, Company A and Company B) and five financial buyers, including Company C. North Point Advisors provided a copy of the draft bid request letter to the Special Committee to review. The form of bid request letter was approved by the Special Committee.

Mr. Stein, III reported on the May 16 meeting that he, Mr. McCutcheon, Ms. Townsend, Mr. McKleroy and Mr. Kafer had with representatives of Utz. Mr. Stein, III stated that little of substance was discussed over the lunch meeting, but Mr. Lissette confirmed Utz’s interest in the Company, and Mr. Stein, III indicated that he had encouraged Utz to continue to participate in the formal auction process. Mr. Jacquin noted that Utz’s communications and actions at this stage in the process likely signaled that Utz would submit a bid for the Company.

Mr. Jacquin and Mr. Kafer discussed that while Company B continued to exhibit a strong interest in the Company, Company B’s CEO continued to indicate that the timing of the process was not convenient for Company B and, therefore, Company B’s CEO had requested that the Special Committee delay the process. The representatives from North Point Advisors informed the Special Committee that Company B hinted that it might consider trying to use its existing business relationship with the Company in an attempt to persuade the Special Committee and the Company to slow or delay the auction process. North Point Advisors reminded the Special Committee that the process was now well under way with 19 prospective buyers having been contacted, with eleven of them, including Company B, having received the CIM, and that preliminary bids were expected the following week. North Point Advisors advised the Special Committee that, under the

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circumstances, it would not be in the best interest of the Company or its stockholders to slow or delay the process to accommodate Company B. Following deliberation, all members of the Special Committee agreed that the process should continue and that Company B should be encouraged to participate. The Special Committee authorized North Point Advisors to send a bid request letter to each qualifying party who expressed an interest in the Company.

On May 25, 2016, representatives from Company C, a private equity financial buyer, toured the Company’s facility in Birmingham, Alabama and met with Mr. McCutcheon, Paul R. Bates and David A. Jones, who are all members of the Board, Jim Ward, a member of the Company’s management team, and Mr. Kafer from North Point Advisors, to discuss the Company’s business, financial performance and prospects for the future.

On Friday, May 27, 2016, North Point Advisors received written bids from three strategic buyers, Utz, Company A and Company B, and one verbal bid from a financial buyer, Company C. During its telephonic meeting held on June 1, 2016, in which Mr. Stein, III, Mr. Pascoe and Mr. Morton participated, North Point Advisors updated the Special Committee on the bid process. Also participating in this meeting were Mr. Carlisle, Mr. Drum and Ryan Moore from Sirote, and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. Mr. Jacquin provided an overview of the bid summary materials to the Special Committee. Mr. Jacquin informed the Special Committee that Utz, Company A and Company B submitted written bids and that Company C provided a verbal bid that was essentially in line with the current trading price for the Common Stock, and which Company C acknowledged would not likely be competitive. Mr. Jacquin indicated that Utz and Company A seemed very serious about moving forward in the process and that each of their bids reflected a valuation of the Company well above both the market trading price of the Common Stock on June 1 ($5.59 per share) as well as being above the valuation reflected in Company B’s written bid and Company C’s oral bid. Mr. Jacquin reported that representatives of Company B continued to express dissatisfaction with the timing of the auction process and that Company A expressed a desire to deal with the Company on an exclusive basis. He said that Company A also communicated an interest in moving to complete due diligence and to submit a final bid, along with a markup of the merger agreement, as quickly as possible. Mr. Jacquin stated that terminating the process at this stage by granting exclusivity to one party would not be in the best interest of the Company or the stockholders. In an effort to alleviate Company A’s concerns with participating in a formal auction process, Mr. Jacquin and Mr. Kelly recommended communicating with the parties via telephone on an individual basis, as opposed to using formal letters, in order to encourage them to submit updated bids and a marked draft of a definitive merger agreement. Mr. Jacquin recommended that the Special Committee invite Utz, Company A and Company B to participate in the second phase of the process and not grant exclusivity to any one party. It was also recommended that Company C not be admitted into the second step of the process.

Mr. Jacquin explained that it was time to commence the second phase of the process by opening the data room to the three parties still involved in the process so that they could conduct a more detailed due diligence review of the Company prior to submitting a final bid. Each party would be required to submit a markup of a definitive agreement along with its final bid letter. The next phase would involve finalizing the bid price and negotiating the definitive agreement.

On June 8, 2016, the Special Committee held a telephonic meeting at which all Special Committee members participated as well as Mr. Drum and Mr. Moore from Sirote. Mr. Stein, III updated the Special Committee on the status of the process, the bids and recent communications with the parties. He informed the Special Committee that Company A had agreed to remain in the process and not demand exclusivity. He also reported that representatives from North Point Advisors informed him that Company A continued to indicate that it planned to use speed as an advantage by completing its due diligence review quickly and submitting a final bid (with a marked definitive agreement) as soon as possible. As such, Company A requested that its meeting with the Company’s management be scheduled for June 10, earlier than planned by the North Point Advisors process timeline. North Point Advisors, however, agreed to an earlier meeting in order to accommodate Company A’s desire to move quickly. Mr. Stein, III informed the Special Committee that Utz was also fully-engaged in the process and continued to express strong interest in the Company. He confirmed that representatives from Utz were scheduled to meet with the Company’s management team on June 16. Utz and its representatives did meet with the Company’s management as scheduled on June 16.

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Mr. Stein, III also informed the Special Committee that Company B continued to express dissatisfaction with the timing of the auction process, and reported that Company B’s CEO contacted him, as well as Mr. McCutcheon and representatives of North Point Advisors, to inform them that he believed it was a mistake to move forward with the process without Company B being fully-engaged because he believed that Company B would be the best buyer for the Company. Mr. Stein, III informed the Special Committee that in a subsequent call, representatives of Company B informed Mr. McCutcheon that Company B had decided to pull a significant piece of its business with the Company effective July 1, 2016. Mr. Stein, III further reported that Company B had increased the low end of its bid range by approximately 3.8% and the high-end of its bid range by approximately 8.8%, but that this increased bid remained below the bids from Utz and Company A.

Mr. Stein, III advised the Special Committee that North Point Advisors informed Utz and Company A of Company B’s decision to pull a portion of its business from the Company and requested that Utz and Company A indicate whether this development would have an impact on their valuation of the Company or their desire to proceed. Mr. Stein, III informed the Special Committee that while the precise financial impact of this development remained unclear, North Point Advisors had reported to him that neither Utz nor Company A appeared overly concerned but that each would need to analyze the impact further.

In mid-June, Mr. Kelly of North Point Advisors had conversations with Utz’s and Company A’s investment bankers to inquire about the status of the due diligence review of the Company and the level of interest in making a revised bid. Utz and Company A confirmed their strong interest in submitting a final bid and indicated that they would need approximately two to three more weeks to complete all of their due diligence and be in a position to submit a final bid along with a markup of the definitive merger agreement. On June 15, a representative from Company B confirmed to representatives of North Point Advisors that Company B would no longer participate in the auction process.

On June 17, 2016, North Point Advisors delivered to Utz and Company A updated financial estimates for the Company showing the impact of the business pulled by Company B.

The Special Committee met by telephone on June 28, 2016 to review the process update materials, which had previously been circulated to the Special Committee by North Point Advisors. Participating in this meeting were Special Committee members Mr. Stein, III, Mr. Pascoe, and Mr. Samford as well as Mr. Carlisle, Mr. Drum and Mr. Moore from Sirote and Mr. Kelly, Mr. Kafer and Mr. Huttner from North Point Advisors. Mr. Kelly informed the Special Committee that Company B had decided to exit the auction process, but that both Utz and Company A were on pace with their due diligence review and continued to indicate their desire to move forward as quickly as possible. Mr. Kelly noted that the Board had its regular quarterly meeting scheduled for July 14 and suggested that it would be desirable to have received the final bids prior to that date to give the Special Committee, North Point Advisors and Sirote time to review and consider carefully any bids and definitive agreements submitted. Mr. Kelly stated that based upon conversations with Utz and Company A with respect to the status of their due diligence review process, he recommended that North Point Advisors signal to Utz and Company A that they should target to provide the Special Committee with a final bid and a marked copy of the draft definitive agreement in time for them to be reviewed and evaluated before the July 14 Board meeting, preferably on or about Friday, July 8. The Special Committee agreed with this schedule and authorized North Point Advisors to communicate such to Utz and to Company A. The Special Committee then scheduled a meeting for Tuesday, July 12 at Sirote’s offices in Birmingham, Alabama, in order to discuss the final bids received from the parties before the next full Board meeting scheduled for July 14, which North Point Advisors also communicated to Utz and Company A via telephone.

On Thursday, June 30, 2016, North Point Advisors learned that the Company’s EBITDA for its fiscal year ended June 3, 2016, was approximately 13.2% less than forecasted in the CIM and management presentations to Utz and Company A. North Point Advisors notified Utz’s and Company A’s investment bankers of this development by telephone on Friday, July 1, 2016, and informed them that North Point Advisors would be providing updated year-end financial statements and a detailed presentation of the actual results versus the forecast along with an explanation for the variance over the weekend of July 2-3. North Point Advisors delivered the updated year-end financial statements and a 2016 financial update presentation to Utz’s and Company A’s investment bankers on Saturday, July 2, 2016.

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On Wednesday, July 6, 2016, Company A’s investment banker contacted Mr. Kelly and Mr. Kafer of North Point Advisors to inform them that Company A was still digesting the updated financial estimates for the Company and would need an additional two weeks to complete its due diligence review and would not be in a position to submit a final offer until the week of July 18. Mr. Kelly informed Company A’s investment banker that this could present a problem for Company A because North Point Advisors expected to receive revised bids and a markup of the definitive agreement from other interested parties on or around Friday, July 8. He encouraged Company A to submit a revised bid as quickly as possible.

On Friday, July 8, 2016, North Point Advisors received a revised bid from Utz along with a markup of the definitive merger agreement. Utz proposed to acquire the Company by merger at a per share merger consideration price of $11.50 per share. North Point Advisors circulated Utz’s revised bid and draft merger Agreement to members of the Special Committee for their review over the weekend of July 9-10.

North Point Advisors contacted the investment banker for Company A to remind Company A that the Board was scheduled to meet on Thursday, July 14, and to inform him that the Special Committee was going to meet on Tuesday, July 12 to review any bids received. North Point Advisors again encouraged Company A’s investment banker to encourage Company A to submit a bid as quickly as possible or, at least, to provide an indication of their views on valuation of the Company and an updated timing for completion of their bid.

On Monday, July 11, 2016, North Point Advisors communicated with Company A’s investment banker to request the status of Company A’s due diligence review and to inquire as to when Company A would be in a position to submit its revised bid. In an email to North Point Advisors, Company A’s investment banker indicated that Company A still needed two more weeks and could possibly be in a position to make a bid on Wednesday, July 20. North Point Advisors reminded Company A’s investment banker again that the Special Committee was scheduled to meet the next day, July 12, and, when asked, North Point Advisors informed Company A’s banker that another bidder had submitted a final proposal on July 8. On Tuesday, July 12, Company A sent an email that indicated it would try to expedite the delivery of an offer and expressed a desire to delay the auction process to wait for it. North Point Advisors urged Company A to submit a revised bid or substantive response as quickly as possible and that it should not assume that the timetable would be altered to accommodate Company A’s delay.

The Special Committee met on July 12, 2016, at Sirote’s offices in Birmingham, Alabama, with all members present. Also present were Mr. Carlisle and Mr. Drum from Sirote. Mr. Jacquin, Mr. Kelly, Mr. Kafer and Mr. Huttner from North Point Advisors participated in part of the meeting by conference telephone. Mr. Jacquin informed the Special Committee that the only final bid submitted up to the time of the meeting was from Utz. Pursuant to this bid, Utz proposed to acquire the Company in a merger transaction in exchange for $11.50 per share of Common Stock. Utz also submitted a markup of the definitive merger agreement. Mr. Jacquin indicated that this offer was an all-cash offer and was firm. He stated that Utz had completed all of its due diligence review. Mr. Carlisle and Mr. Drum reminded the Special Committee of its duties and led a detailed discussion of the terms of the offer, including a section-by-section review of the merger agreement. Mr. Carlisle informed the Special Committee that the markup of the merger agreement by Utz was fair and that the agreement could be finalized quickly. The delayed status of Company A and its recent requests expressing a desire for the Company’s process to wait for it was also discussed at length at the Special Committee meeting. It was determined that a delay was not in the best interests of stockholders considering the proposal received from Utz as delaying could potentially cause Utz to rescind its proposal. North Point Advisors and Sirote then answered a number of questions from the Special Committee.

Representatives from North Point Advisors informed the Special Committee that they believed that the per share merger consideration of $11.50 was fair, from a financial point of view, to the Company’s stockholders but that it recommended contacting Utz about increasing its offer. Based upon (i) the premium of Utz’s per share offer of $11.50 or 61.7% over the last trading price of the Common Stock on July 11 of $7.11 and approximately 68% over the average closing price of the Common Stock during the 30 days prior to July 12; (ii) North Point Advisors’ fairness opinion; (iii) the terms of the merger agreement, including the fact that it was an all-cash offer with no financing condition; (iv) the fact that Utz had completed all of its due diligence review; (v) the auction process that North Point Advisors had conducted to obtain the highest per share price reasonably possible for the stockholders; and (vi) the premium of Utz’s offer over all of the

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preliminary indications of interest received by the Special Committee in late May, the Special Committee determined that Utz’s offer was in the best interest of the Company’s stockholders and unanimously approved, subject to the outcome of North Point Advisors’ discussions with Utz concerning an increase to its offer, Utz’s offer of $11.50 per share; the merger; and the form of the definitive agreement. The Special Committee also resolved to recommend to the Board on July 14 that the Board approve Utz’s offer, the merger and the definitive merger agreement.

North Point Advisors indicated that it believed that Utz might be willing to offer a higher price, and North Point Advisors recommended that the Special Committee authorize North Point Advisors to seek a higher per share price from Utz. North Point Advisors spoke to Utz’s investment banker on July 12 and suggested that Utz should consider increasing its bid.

Late on the evening of July 13, 2016, Company A submitted a revised final offer and a markup of the definitive merger agreement. The offer letter was marked as “Best and Final Proposal for Golden Enterprises, Inc.” and further indicated that Company A’s due diligence was “substantially complete” based on the information provided. As set forth in the offer letter, Company A proposed to acquire the Company by merger at a per share merger consideration price of $10.62 per share, which was substantially below Utz’s offer.

On Thursday, July 14, 2016, the Board held its regular quarterly meeting at the offices of the Company with all members present. Also present at the meeting were Ms. Townsend and Mr. Ward, members of management of the Company, Mr. Stein, Jr. and James Rotenstreich, Directors Emeritus, Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin and Mr. Huttner from North Point Advisors. In addition, Mr. Kelly and Mr. Kafer from North Point Advisors participated in the meeting by conference telephone. Mr. Carlisle and Mr. Jacquin provided updates to the Board on the status of the auction process, including details of the offer of $11.50 per share from Utz received on July 8 and the offer of $10.62 per share from Company A received on July 13. Mr. Jacquin noted that not only was the offer by Company A substantially lower than the offer by Utz, but Company A’s “best and final” bid was also based upon an assumed enterprise value and net debt for the Company using assumptions that would require some review and analysis to determine if it was a firm number.

Mr. Stein, III, Chairman of the Special Committee, reported on the meeting of the Special Committee on July 12, and he informed the Board that the Special Committee had approved the offer from Utz, the merger and the form of the definitive merger agreement. He confirmed that the Special Committee had received a draft fairness opinion from North Point Advisors and based on the fairness opinion and the other factors listed above, the Special Committee had unanimously determined that Utz’s offer was in the best interest of the Company’s stockholders. He concluded by stating that because Utz’s offer was the highest offer, was a firm per share offer, Utz had completed all of its due diligence review, and North Point Advisors had delivered its opinion that the price was fair, from a financial point of view, to the stockholders, the Special Committee unanimously recommended that the Board approve Utz’s offer, the merger and the merger agreement.

After further discussions among the full Board, with the Board having the opportunity to ask questions of the Special Committee, Sirote and North Point Advisors, the Board approved Utz’s offer of $11.50 per share, the merger and the merger agreement. The Special Committee informed the Board that in discussing the structure of the merger with Utz, there was a possibility that Utz would propose a structure that could include an increase in the per share merger price. North Point Advisors communicated to Sandler O’Neill, Utz’s investment banker, a request to increase the per share merger price.

During a break of the Board meeting, the Special Committee convened, and Mr. Carlisle and Mr. Drum informed the Special Committee that legal counsel for Utz had contacted Mr. Carlisle to inform him that Utz was willing to increase its offer from $11.50 per share to $11.75 per share if approval of stockholders holding a majority of Common Stock by written consent (the “stockholder consent”) was delivered shortly after the execution of the merger agreement. The revised offer by Utz was confirmed in an email from Sandler O’Neill to North Point Advisors. Mr. Carlisle and Mr. Drum further informed the Special Committee that delivery of the stockholder consent would have ramifications on the auction process, especially as it related to the Board’s opportunity to consider a superior offer that might be made once the agreement with Utz was publicly announced. The Special Committee recommended deferring consideration of this proposal until Sirote had the opportunity to evaluate more fully the implications of the stockholder consent and discuss the matter

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with counsel for Utz to determine if Utz would be willing to give the Company the opportunity to consider a superior proposal for some period of time after delivery of the stockholder consent.

At 7:00 p.m. that same day, the Special Committee held a telephonic meeting to discuss the revised proposal from Utz. All members of the Special Committee participated along with Mr. Carlisle and Mr. Drum from Sirote. Mr. Carlisle advised that it would be preferable to provide the Board some period of time after execution of the merger agreement to consider a superior offer. Based upon North Point Advisors’ fairness opinion delivered orally on July 12, 2016, and the other factors previously considered, and, subject to Utz’s willingness to give the Board a period of time after execution of the merger agreement to consider a superior offer, the Special Committee unanimously determined that the revised offer from Utz was in the best interest of the Company’s stockholders and approved Utz’s offer, the merger and the merger agreement, as revised. The Special Committee directed Sirote to contact Utz’s counsel to negotiate a period after execution of the merger agreement to consider a superior offer.

On Friday, July 15, 2016, Sirote contacted counsel for Utz to discuss Utz’s revised offer of $11.75 on the condition that the Company deliver the stockholder consent shortly after the execution of the merger agreement. Sirote requested that the Board have a period of time after execution of the merger agreement to consider a superior proposal. Counsel for Utz and Sirote agreed that the Board would have seven days after the date of the merger agreement to consider a superior proposal, but only if such proposal was an unsolicited proposal. Mr. Carlisle advised the Special Committee that Utz was willing to provide the Board seven days after the date of the merger agreement to consider an unsolicited superior offer. He stated that he was of the opinion that seven days was adequate in view of the auction process that the Special Committee had followed. Mr. Stein, III requested that the members of the Special Committee confirm their approval of Utz’s $11.75 offer in light of the seven-day period, and each of them did so.

On Sunday, July 17, 2016, the Board held a telephonic meeting, with all members participating, to consider the revised offer from Utz of $11.75 per share. Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors and Paul Leonard from Spain & Gillon also participated in the meeting. Mr. Stein, III provided a report of the Special Committee with respect to the revised offer from Utz of $11.75 provided the Company deliver the stockholder consent by the close of business the day after the merger agreement was signed, but subject to a period of seven days after the date of the merger agreement for the Board to consider an unsolicited superior proposal. Mr. Stein, III informed the Board that the Special Committee had unanimously approved the revised offer from Utz. Mr. Stein, III explained that the Special Committee had considered the impact of delivering the stockholder consent to Utz shortly after the execution of the merger agreement, and stated that the Special Committee had requested Sirote to negotiate a period of time after execution of the merger agreement for the Special Committee to consider any unsolicited superior offer it might receive. The seven-day period was the result of such negotiations. Mr. Carlisle explained to the Board its fiduciary duties in light of the proposal from Utz and the recommendation by the Special Committee. He summarized the general structure of the transaction and the impact of delivering the stockholder consent. The Board was then given the opportunity to ask questions of the Special Committee, Sirote and North Point Advisors. After all of the questions had been answered, Mr. Jacquin of North Point Advisors confirmed North Point Advisors’ revised oral opinion that the revised offer of $11.75 was fair, from a financial point of view, to the stockholders of the Company. The Board then voted unanimously to accept the recommendation of the Special Committee, approved the merger and the merger agreement and recommended that the merger and merger agreement be approved by the Principal Stockholders pursuant to their written consent.

On the evening of Sunday, July 17, 2016, Mr. Kelly from North Point Advisors called Company A’s investment banker out of courtesy and appreciation for their efforts to inform him that the Special Committee and the Board had unanimously approved an offer from another bidder and that the definitive agreement would be signed the next day. Early on the morning of Monday, July 18, Company A’s investment banker informed North Point Advisors that Company A intended to deliver a revised offer later that day. Counsel for Company A informed Mr. Carlisle of the same thing, and Sirote informed the members of the Special Committee that Company A intended to deliver a revised offer. At around 12:30 p.m. (Central Standard Time, “CST”), Company A delivered a nonbinding proposal in writing at $11.93 per share, and notified the Special Committee that Company A was substantially completed with its due diligence.

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Between 12:45 p.m. and 2:30 p.m. (CST) Sirote and North Point Advisors reviewed Company A’s revised offer, and Mr. Carlisle and Mr. Drum reviewed Company A’s markup of the merger agreement, including a comparison against the terms set forth in the agreement proposed by Utz. Later that afternoon, Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin and Mr. Kelly from North Point Advisors discussed Company A’s revised offer at $11.93 with Mr. Stein, III, the chairman of the Special Committee. The representatives from Sirote and North Point Advisors advised Mr. Stein, III that although Company A’s revised offer of $11.93 per share appeared to be higher than Utz’s offer of $11.75 per share, there was some uncertainty surrounding Company A’s offer price as it was based on a calculation of the Company’s enterprise value and estimate of net debt that appeared to utilize different assumptions than those employed in its July 13 bid. As a result, it was not clear that the $11.93 per share was firm. In addition, Sirote and North Point Advisors advised Mr. Stein, III that Company A’s markup of the definitive merger agreement was heavier than Utz’s and needed to be negotiated. They also expressed concern with the statement in Company A’s revised bid that Company A was “substantially completed” with its due diligence review of the Company essentially meant that Company A was not finished with its due diligence.

Sirote and North Point Advisors reminded Mr. Stein, III that Utz’s offer of $11.75 per share was firm and not subject to any assumptions or need for analysis, that Utz had completed its due diligence review of the Company, and the merger agreement (including disclosure schedules) with Utz was fully-negotiated. North Point Advisors contacted Company A’s banker, and Sirote contacted Company A’s legal counsel in an effort to clarify Company A’s bid. Despite some of the uncertainties surrounding Company A’s proposal compared to the proposal from Utz, legal counsel from Sirote indicated that, given a transaction involving a sale of the Company for cash, the higher price could not be ignored. Mr. Stein, III recommended that North Point Advisors contact Utz’s banker to inform him that Utz would need to increase its bid. Mr. Carlisle also informed Utz’s legal counsel of the Company’s receipt of an offer from another bidder with, on its face, a higher per share merger price.

At approximately 4:00 p.m. (CST) on July 18, 2016, legal counsel for Utz telephoned Mr. Carlisle and delivered a revised proposal to acquire the Company by merger at a firm price of $12.00 per share. Utz also conditioned this offer on receipt of the stockholder consent within one day of the execution of the merger agreement and shortening the period the Board had to consider an unsolicited superior offer. Legal counsel for Utz and Sirote agreed to shorten that period from seven days to three days from the date of the merger agreement.

The Special Committee held a telephonic meeting at 5:00 p.m. (CST) that afternoon to consider the revised proposals from Utz and Company A. All of the members of the Special Committee participated in the meeting as well as Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. The terms of the revised proposals from Utz and Company A were reviewed, compared and discussed. Mr. Jacquin stated that Utz’s proposal was higher than Company A’s offer, was firm, and included a fully negotiated and completed definitive merger agreement with no further requirements by Utz to perform due diligence review. He pointed out that the proposal from Company A was lower than Utz’s offer at $12.00, and was qualified by a statement indicating that their due diligence review was substantially complete. He also reminded the Special Committee that Company A’s proposed markup of the definitive merger agreement would have to be fully negotiated. He indicated that any further delays could jeopardize Utz’s offer because Utz could withdraw its offer if it appeared that the Special Committee was delaying the acceptance of its offer. North Point Advisors and Sirote also reminded the Special Committee that the Special Committee would have three days after the merger agreement was signed in which to consider an unsolicited superior offer if Company A (or another company) chose to make an offer.

North Point Advisors delivered its revised oral opinion, which was confirmed in writing later that same day, that the $12.00 per share merger consideration proposed by Utz was fair, from a financial point of view, to the Company’s stockholders. The Special Committee then considered and discussed the reduction in time period for considering an unsolicited superior offer from seven days to three days. The Special Committee concluded that in light of the auction process that North Point Advisors had conducted, the fact that only Utz and Company A had submitted revised bids, and that three days would be sufficient time for Company A (or anyone else) to submit a superior proposal once the announcement of the execution of the Merger Agreement with Utz had become public, three days would be adequate. The Special Committee then

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unanimously approved the revised proposal from Utz at $12.00 per share, the Merger and the Merger Agreement. The Special Committee also resolved to recommend that the Board approve the revised Utz proposal, the Merger and the Merger Agreement.

At approximately 5:30 p.m. (CST) on July 18, 2016, the full Board held a telephonic meeting with all directors participating to consider the recommendation by the Special Committee. Also participating in the meeting were Mr. Carlisle and Mr. Drum from Sirote and Mr. Jacquin, Mr. Kelly and Mr. Kafer from North Point Advisors. Mr. Carlisle provided an update and overview of the events that had transpired since the meeting of the Board the day before on July 17. He then discussed the revised offer by Utz of $12.00 per share, including the requirement that the stockholder consent be delivered within one day after the execution of the Merger Agreement and the reduction in the amount of time during which the Board could pursue a potentially superior offer that was unsolicited, from seven days to three days from the date of the Merger Agreement (the “Takeover Proposal Review Period”). The Board was given the opportunity to ask questions of the Special Committee, Sirote and North Point Advisors. After all questions had been answered, Mr. Stein, III, chairman of the Special Committee, reported that the Special Committee had unanimously approved the revised proposal from Utz, the Merger and the Merger Agreement and recommended that the Board approve the revised proposal, the Merger and the Merger Agreement. The Board unanimously approved the revised proposal from Utz at $12.00 per share, the Merger and the Merger Agreement. The Board also approved submitting the Merger Agreement to the Principal Stockholders, whose shares constituted a majority of the outstanding shares of Common Stock, for adoption.

The Merger Agreement was fully-executed at approximately 6:30 p.m. (CST). The Voting Committee, which has the authority to vote the shares of Common Stock held by SYB, Inc. and the Marital Trust, convened immediately after the execution of the Merger Agreement and approved the adoption of the Merger and the Merger Agreement and directed SYB, Inc. and the Marital Trust to sign the stockholder consent. The stockholder consent was executed by the Principal Stockholders (SYB, Inc., the Marital Trust, and Mrs. Bashinsky, individually), who collectively held approximately 55.9% of the outstanding shares of Common Stock, and delivered to the Secretary of the Company and to Utz at approximately 7:00 p.m. (CST).

The execution of the Merger Agreement was announced by press release at 8:18 a.m. (CST) on Tuesday, July 19, 2016. The Takeover Proposal Review Period expired at 5:00 pm CST on Thursday, July 21, 2016, without any unsolicited offers being received.

Required Approval of the Merger; Record Date; Action by Stockholder Consent

Under Delaware law and the Company’s Certificate of Incorporation and Bylaws, each as amended, the adoption of the Merger Agreement by the Company’s stockholders required the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock.

On July 18, 2016, the record date, there were 11,291,757 shares of Common Stock outstanding and entitled to vote, held by 775 stockholders of record. On that date, after execution of the Merger Agreement by the Company, Utz and Merger Sub, the Principal Stockholders delivered to the corporate secretary of the Company and to Utz the stockholder consent, in respect of shares of Common Stock representing approximately 55.9% of all outstanding shares of Common Stock. Such written consent constituted adoption of the Merger Agreement by the holders of the requisite number of shares of Common Stock in accordance with the DGCL and, accordingly, the adoption of the Merger Agreement by the Company’s stockholders was effected in accordance with Section 251 of the DGCL on July 18, 2016. No further approval of the stockholders of the Company is required to adopt the Merger Agreement. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the Merger Agreement and does not intend to call a meeting of stockholders for purposes of voting on the adoption of the Merger Agreement.

Federal securities laws provide that the Merger may not be completed until 20 days after the date of mailing of this Information Statement to the Company’s stockholders. Therefore, notwithstanding the execution and delivery of the stockholder consent (which was obtained shortly after the execution of the Merger Agreement), the Merger will not occur until that time has elapsed. We currently expect the Merger to be completed by September 30, 2016, subject to the satisfaction of the conditions to closing in the Merger Agreement. However, there can be no assurance that the Merger will be completed on or prior to that time, or at all.

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Reasons for the Merger; Recommendation of the Special Committee and the Board

As described above under “— Background of the Merger,” our Board formed a Special Committee on November 17, 2015, consisting of Mr. Pascoe, Mr. Samford, Mr. Morton and Mr. Stein, III, each of whom is an independent director with no personal interest in the Merger that would not be shared by all other stockholders of the Company generally, to evaluate the Merger and other alternatives available to the Company and to otherwise represent the interests of our stockholders.

The Board delegated to the Special Committee the Board’s power and authority with respect to the review and evaluation of possible transactions, such as the Merger, including, among other things, the power and authority to evaluate, recommend, and to explore and solicit other possible transactions and to cause the Company to take any and all corporate and other actions, and/or enter into any agreements with third parties, and/or adopt any measures, in response to or in connection with possible transactions, all as may be determined by the Special Committee in its sole discretion. Among other things, the Board resolved not to approve any transaction without a favorable recommendation from the Special Committee. The Special Committee engaged its own legal and financial advisors and received advice throughout the negotiations from such advisors. The Special Committee evaluated, with the assistance of its legal and financial advisors, the Merger Agreement and the Merger, as more fully described under “The Merger” and “The Merger Agreement,” and, on July 18, 2016 the Special Committee unanimously determined that the Merger Agreement and the Merger, are advisable and in the best interests of all the stockholders of the Company. Further, the Board and the Special Committee believe that the Merger Agreement and the Merger, are fair to the Company’s stockholders.

The Special Committee also unanimously recommended to the Board that it:

On July 18, 2016, on the basis of the Special Committee’s recommendation and the other factors described below, the Board unanimously:

In determining that the Merger Agreement is advisable and in the best interests of the stockholders of the Company, and approving the Merger Agreement, the Merger and the other transactions contemplated thereby, and recommending that the Company’s stockholders vote for the adoption of the Merger Agreement, the Board, expressly and unanimously adopted the analysis of the Special Committee, which is discussed below.

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Positive Factors

In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee considered the following positive factors relating to the Merger Agreement and, the Merger contemplated thereby, each of which the Special Committee believed supported its decision:

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Procedural Safeguards

In the course of reaching the determinations and decisions, and making the recommendation described above, the Special Committee also considered the following factors relating to the procedural safeguards that the Special Committee believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent the Company’s stockholders, each of which safeguards the Special Committee believed supported its decision and provided assurance of the fairness of the Merger to the Company’s stockholders:

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Risks and Potentially Negative Factors

In the course of reaching the determinations and decisions, and making the recommendation, described above, the Special Committee and the Board considered the following risks and potentially negative factors relating to the Merger Agreement and the Merger:

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During its consideration of the transaction with Utz, the Special Committee and the Board were also aware of and considered the fact that the Company’s executive officers and directors have financial interests in the Merger that may be different from or in addition to those of other stockholders, as more fully described in “— Interests of the Company’s Directors and Executive Officers in the Merger.”

The foregoing discussion of the factors considered by the Special Committee is not intended to be exhaustive, but rather includes the principal factors considered by the Special Committee. The Special Committee reached the conclusion to recommend to the Board the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement in light of the various factors described above and other factors that the members of the Special Committee believed were appropriate. The Special Committee did not assign relative weights to the foregoing factors or determine that any factor was of particular importance. Rather, the Special Committee viewed its positions and recommendation as being based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Opinion of the Special Committee’s Financial Advisor

The Special Committee retained North Point Advisors to act as its financial advisor, and, if requested, to render to the Special Committee an opinion as to the fairness, from a financial point of view, to the Company’s stockholders of the $12.00 per share in cash to be paid in the Merger. North Point Advisors is a leading independent investment banking firm focused on providing financial advice on mergers and acquisitions and raising institutional capital to meet the growth objectives of its clients. North Point Advisors is regularly engaged in providing valuation analyses, evaluating and proposing financial and strategic alternatives and rendering, if required or desired, fairness opinions. The Special Committee selected North Point Advisors to act as the Special Committee’s financial advisor on the basis of North Point Advisors’ experience in similar transactions, its reputation in the investment community and its familiarity with the Company and its business.

At the July 18, 2016 meeting of the Board, North Point Advisors delivered to the Board its oral opinion, which opinion was subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the qualifications and conditions set forth in the written opinion, the consideration of $12.00 in cash per share was fair, from a financial point of view, to the Company’s stockholders.

The full text of the North Point Advisors written opinion dated July 18, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by North Point Advisors in rendering its opinion, is attached as Annex B to this Information Statement and is incorporated in its entirety herein by reference. The following summary of North Point Advisors’ opinion is qualified in its entirety by reference to the full text of the opinion. The Company’s stockholders are urged to, and should, carefully read the North Point Advisors written opinion in its entirety. North Point Advisors delivered its opinion to the Board in connection with and for purposes of its evaluation of the per share Merger Consideration from a financial point of view. North Point Advisors’ opinion did not address any other terms or other aspects or implications of the Merger or related transactions and no opinion or view was expressed as to the relative merits of the Merger or related transactions in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the transaction or any related transaction. North Point Advisors also expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger, any related transactions or any other matter.

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In connection with its opinion, North Point Advisors, among other things:

In arriving at its opinion, North Point Advisors assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with North Point Advisors and relied upon the assurances of the management of the Company that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the financial forecasts, estimates and other forward-looking information reviewed by North Point Advisors, North Point Advisors was advised by the Company, and North Point Advisors assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby.

North Point Advisors did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company or any other entity, nor did North Point Advisors make any physical inspection of the properties or assets of the Company or any other entity. North Point Advisors also did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. North Point Advisors assumed, at the direction of the Company, that the Merger and related transactions would be consummated in accordance with their respective terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the transaction and related transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company, the Merger or that otherwise would be meaningful in any respect to North Point Advisors’ analyses or opinion. North Point Advisors also assumed, at the direction of the Company, that the final executed Merger Agreement would not differ in any material respect from the draft of the Merger Agreement reviewed by North Point Advisors.

North Point Advisors expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the $12.00 per share Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the transaction or any related transactions, any agreements, arrangements or understandings entered into in connection with or related to the Merger, any related transactions or otherwise. North Point Advisors’ opinion was limited to the fairness, from a financial point of view, of the $12.00 per share consideration to be received by the holders of Common Stock (other

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than the Excluded Shares). In addition, North Point Advisors expressed no opinion or view with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger or any related entities or class of such persons, relative to the per share Merger Consideration or otherwise. North Point Advisors also expressed no view or opinion with respect to, and North Point Advisors relied at the direction of the Company upon the assessments of the Company and its representatives regarding, legal, regulatory, accounting, tax and similar matters relating to the Company, its related entities and stockholders and the Merger, as to which North Point Advisors understood that the Company obtained such advice as it deemed necessary from qualified professionals.

North Point Advisors’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to North Point Advisors as of, the date of its opinion. Although subsequent developments may affect North Point Advisors’ opinion, North Point Advisors does not have any obligation to update, revise or reaffirm its opinion. The issuance of North Point Advisors’ opinion was approved by North Point Advisors’ Opinion Committee. The Special Committee imposed no instructions or limitations on the investigations made or procedures followed by North Point Advisors in rendering its opinion, other than as described in this summary.

Summary of Financial Analyses

The following is a summary of the material financial analyses prepared and reviewed with the Special Committee in connection with North Point Advisors’ opinion, dated July 18, 2016. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, or underlying the opinion of, North Point Advisors, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by North Point Advisors. North Point Advisors may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be North Point Advisors’ view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the accompanying explanatory text to each table, as the tables alone do not constitute a complete description of the financial analyses performed by North Point Advisors. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying North Point Advisors’ financial analyses and its opinion. In performing its analyses, North Point Advisors made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the Merger. None of the Company, Utz, Merger Sub or North Point Advisors or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 18, 2016 (the last unaffected trading day before the public announcement of the Merger) and is not necessarily indicative of current market conditions.

Financial Analyses

North Point Advisors performed the following financial analyses in connection with rendering its opinion to the Special Committee:

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Each of these analyses is summarized below.

Historical Stock Trading Analysis

North Point Advisors reviewed the historical price range for the Common Stock at one month, six months and one year prior to the July 19, 2016 public announcement of the execution of the Merger Agreement. This analysis indicated that the price per share of Common Stock to be paid to the Company stockholders pursuant to the Merger Agreement represented a 60.0% premium over the price per share of the Common Stock on July 18, 2016, the last trading day before public announcement of the execution of the Merger Agreement, and a 66.6% premium over the volume weighted average share price for the 30 calendar days prior to the public announcement of the execution of the Merger Agreement on July 19, 2016. In addition, this analysis indicated that the $12.00 price falls above the high end of the one month equity value range, the six month equity value range, and the 12 month equity value range.

The range of closing prices of the Common Stock for the periods reviewed are set forth below:

Period Ending July 18, 2016		Range of Closing Prices
Last 30 Days		$	6.35 – 7.59
Last 6 Months		$	4.40 – 7.59
Last 12 Months		$	3.86 – 7.59

Comparable Public Trading Multiple Analysis

North Point Advisors performed a comparable companies analysis, which attempts to provide an implied value of a company by comparing selected historical financial data of the Company and estimated financial data of the Company based on projections provided by Company management against corresponding financial data for similar publicly traded companies in the comparable snack food industry (defined as snack food companies deemed comparable to the Company with a market capitalization of less than $6 billion). North Point Advisors selected the following publicly traded companies in the snack food industry that North Point Advisors, based on its experience and professional judgment, deemed relevant to consider in relation to the Company based on information obtained by searching SEC filings, public company disclosures, press releases, equity research reports, industry and press reports, databases and other sources:

Although most of the selected companies are not directly comparable to the Company, and most are substantially larger than the Company, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to the Company’s operations.

North Point Advisors calculated various financial multiples for such comparable companies based on the ratio of such companies’ operating data (obtained from SEC filings and Capital IQ estimates as of July 18, 2016) to the equity value per share of such companies. North Point Advisors reviewed the max, third quartile, average, median, first quartile and low statistics for the comparable companies’ grouping to determine appropriate high and low multiples for each statistic.

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North Point Advisors then compared the range of the first to third quartiles of such multiples with the multiples obtained for the Company. The Company’s multiples were calculated based on the ratio of the Company’s operating data (provided by the Company’s management) to an implied enterprise value of $144.5 million (based on the $12.00 per share Merger Consideration) and then taking into account the Company’s net debt (including debt-like items) of $5.2 million as of June 3, 2016 (the end of the Company’s 2016 fiscal year). With respect to the comparable companies, North Point Advisors calculated:

The table below shows the results of North Point Advisors’ analyses of the selected comparable companies:

LTM

Enterprise Value as a Multiple of

P/E

Revenue

EBITDA

Amplify Snack Brands, Inc.

NM

22.0 x

NM

Inventure Foods, Inc.

1.0 x

NM

NM

J&J Snack Foods Corp.

2.2 x

14.1 x

31.1 x

John B Sanfilippo & Son, Inc.

0.7 x

9.1 x

16.9 x

Pinnacle Foods Inc.

3.2 x

16.2 x

29.1 x

Snyder’s-Lance, Inc.

2.8 x

23.1 x

NM

Treehouse Foods, Inc.

2.3 x

20.6 x

49.8 x

The results of these analyses are summarized below.

Multiple of:

First to Third Quartile Range

Low

Mean

Median

Max

Utz Offer Multiple

LTM Revenue

1.3 x

2.7 x

0.7 x

2.0 x

2.3 x

3.2 x

1.1 x

LTM EBITDA

14.6 x

21.6 x

9.1 x

17.5 x

18.4 x

23.1 x

16.0 x

LTM EPS

26.1 x

35.8 x

16.9 x

31.8 x

30.1 x

49.8 x

44.4 x

Note:  Ratios were considered not meaningful (NM) if they were greater than 30x for EBITDA multiples, 50x for PE multiples, and 4.0x for revenue multiples.

Based on the first to third quartile range for these multiples, the resulting implied enterprise value for the Company ranged from $86.95 million to $360.2 million, and the resulting implied equity value per share ranged from $7.04 to $30.60. North Point Advisors compared this range of enterprise values to the implied enterprise value of $144.5 million contemplated by the Merger Agreement and compared this range of equity values per share to the per share consideration to be paid pursuant to the Merger Agreement of $12.00. The following table shows the implied value per share of Common Stock based upon each of the above metrics reviewed:

2016 Financial Metric		Implied Value Per Share of Common Stock
Revenue			$14.54 – $30.60
EBITDA			$10.92 – $16.35
P/E ratio			$7.04 – $9.67

No company utilized in the public trading comparables analysis is identical to the Company. In evaluating comparable companies, North Point Advisors made judgments and assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company, such as the impact of competition on the businesses of the Company and the industry generally, industry growth and the absence of any adverse material change in the

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financial condition and prospects of the Company or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using peer group data. North Point Advisors considered a number of factors in analyzing the per share Merger Consideration. The fact that points in the range of implied present value per share of the Company implied by the comparable companies analysis were less than or greater than the per share Merger Consideration is not necessarily dispositive in connection with North Point Advisors’ analysis of the per share Merger Consideration; it is but one of many factors North Point Advisors considered.

Comparable Precedent Transaction Analysis

North Point Advisors reviewed the terms of certain recent merger and acquisition transactions reported in SEC filings, public company disclosures, press releases, industry and press reports, databases and other sources relating to the selected transactions (listed by target/acquiror) in the following industries announced since 2005. Listed below are representative transactions listed by target and acquiror with implied enterprise values less than $3 Billion:

		Target		Product Platform		Acquiror
•		Barrel O’ Fun Snack Foods Co., Inc.		Potato Chips		Shearer’s Foods, Inc.
•		Boulder Brands, Inc.		Snack Food		Pinnacle Foods Inc.
•		Ralcorp Holdings Inc.		Cookies/Crackers		Treehouse Foods, Inc.
•		Diamond Foods, Inc.		Snack Food/Nuts		Snyder’s-Lance, Inc.
•		thinkThin LLC		Nutrition Bars and Protein		Glanbia plc
•		CoPak Solutions, Inc.		Tortilla Chips		Star Snax, LLC
•		The Mediterranean Snack Food Company, LLC		Snack Food		American Halal Company, Inc.
•		Better Bakery, LLC		Pretzels		AdvancePierre Foods, Inc.
•		Paqui, LLC		Tortilla Chips		Amplify Snack Brands, Inc.
•		Krave Pure Foods, Inc.		Beef Jerky		The Hershey Company
•		Enjoy Life Foods, LLC		Cookies/Crackers		Mondelez International, Inc.
•		Shearer’s Foods, Inc.		Chips		Teachers’ Private Capital
•		Annie’s, Inc.		Snack Food		General Mills, Inc.
•		Angie’s Artisan Treats, LLC		Popcorn		TPG Growth
•		Tate’s Bake Shop, Inc.		Cookies/Crackers		The Riverside Company
•		Flagstone Foods, Inc.		Snack Food/Nuts		Bay Valley Foods, LLC
•		DOC POPCORN FRANCHISING, Inc.		Popcorn		Dippin’ Dots Franchising, LLC
•		Medallion Foods, Inc.		Chips		Shearer’s Foods, Inc.
•		Nellson Nutraceutical		Nutrition Bars and Protein		Kohlberg & Co.
•		YoCrunch		Yogurt		Danone
•		Tyrell’s Potato Crisps		Potato Chips		Investcorp Bank B.S.C.
•		EDITA Food Industries		Baked Goods		Actis Capital, LLP
•		Robert’s American Gourmet Food		Baked Goods/Snacks		B&G Foods Inc.
•		Happy Family Foods		Organic Baby Food		Danone
•		Plum Organics		Organic Baby Food		Campbell Soup Company
•		Mary’s Gone Crackers, Inc.		Crackers		Kameda USA, Inc.
•		Wise Foods, Inc.		Potato Chips		Arca Continental
•		Krave Pure Foods		Beef Jerky		Alliance Consumer Growth
•		Pretzel Crisp		Pretzels		Snyder’s-Lance, Inc.
•		Udi’s Healthy Foods, LLC		Gluten-Free (Granola, Bars, Cookies		Boulder Brands, Inc.
•		Kangaroo Brands, Inc., Pita Chips Business		Crisps		ConAgra Foods, Inc.
•		Pop Chips		Chips/Crisps		Verlinvest S.A.
•		May Food Manufacturing (Mrs. May’s Natural)		Nuts and Seeds Products		Dole Packaged Foods, LLC
•		FoodShouldTasteGood		Potato Chips		General Mills, Inc.
•		Brookside Foods Ltd.		Chocolate Coverd (Nuts and Fruits)		The Hershey Company

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		Target		Product Platform		Acquiror
•		National Pretzel Company, Inc.		Pretzels		ConAgra Foods, Inc.
•		Piller Sausages & Delicatessens Ltd.		Dry Sausage and Delicatessens		Premium Brands Holdings Corporation
•		Orchard Valley Harvest, Inc.		Trail Mix		John B Sanfilippo & Son Inc.
•		Kettle Foods, Inc.		Potato Chips		Diamond Foods, Inc.
•		Sturm Foods, Inc.		Dried Fruit		Treehouse Foods, Inc.
•		General Mills Inc., Pop Secret Popcorn Business		Popcorn		Diamond Foods, Inc.
•		Billy Bee Honey Products Ltd.		Nuts and Honey		McCormick & Company, Incorporated
•		Bear Naked, Inc.		Natural Granola		Kellogg Company
•		Lincoln Snacks Company		Popcorn and Nut Mixes		ConAgra Foods, Inc.
•		Pretzel Time and Pretzelmaker		Pretzels		NexCen Brands, Inc.
•		Universal Blanchers, LLC		Nuts and Peanut Butter		Olam International Limited
•		Stacy’s Snacks		Pita Chips		Pepsi Co.

For each of the selected transactions, North Point Advisors calculated and compared multiples for the target companies based on the ratio of the enterprise value to the LTM net sales and the enterprise value to the LTM EBITDA. North Point Advisors reviewed the third quartile and first quartile statistics for the precedent transactions grouping to determine appropriate high and low multiples for each statistic.

The results of these analyses are summarized in the table below.

Multiple of:

First to Third Quartile Range

Low

Mean

Median

Max

Utz Offer Multiple

LTM Revenue

1.1 x

2.3 x

0.8 x

1.9 x

1.9 x

3.29

1.1 x

LTM EBITDA

10.3 x

19.3 x

5.2 x

14.5 x

15.1 x

23.2 x

16.1 x

Based on the first to third quartile range for these multiples, the resulting implied enterprise value for the Company ranged from $92.8 million to $317.4 million and the resulting implied equity value per share ranged from $7.55 to $26.91. North Point Advisors compared this range of enterprise values to the implied enterprise value of $144.5 million contemplated by the Merger Agreement and compared this range of equity values per share to the per share consideration to be paid pursuant to the Merger Agreement of $12.00.

Premiums Paid Analysis

North Point Advisors analyzed the premium paid for acquired public entities in the consumer staple and consumer discretionary transactions with implied enterprise values less than $500M, since 2012, relative to the target’s stock prices one day, one week and one month prior to the date that the transaction was announced. North Point Advisors reviewed the max, third quartile, average, median, first quartile and low statistics for the premiums paid on comparable acquisitions to determine appropriate high and low multiples for each statistic. The following table presents the result of this analysis:

Premium Paid:		First to Third Quartile Range								Low				Mean				Median				Max				Utz Offer Multiple
One Day			9.2	%			45.4	%			(25.7	)%			27.4	%			24.3	%			88.9	%			60.0	%
One Week			11.2	%			49.3	%			(28.6	)%			31.3	%			27.6	%			94.5	%			67.4	%
One Month			18.5	%			45.5	%			(30.6	)%			32.9	%			27.3	%			88.1	%			79.1	%

Based on the first to third quartile range of such premiums paid for these companies, the resulting implied equity value per share ranged from $7.94 to $10.91. North Point Advisors compared this range of equity values per share to the per share consideration to be paid pursuant to the Merger Agreement of $12.00.

In addition, North Point Advisors indicated that the $12.00 price per share of the Common Stock to be paid to the Company’s stockholders pursuant to the Merger Agreement represented a premium of 60.0% based on the $7.50 closing price per share on July 18, 2016, the last trading day before public announcement of the execution of the Merger Agreement.

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No company or transaction utilized in the precedent transactions or premiums paid analysis is identical to the Company or to the Merger. In evaluating the precedent transactions, North Point Advisors made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of the Company, such as the impact of competition on the business of the Company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the Company or the industry or in the financial markets in general, which could affect the public trading value of the companies and the enterprise value of the transactions to which they are being compared. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using precedent transactions or premiums paid data.

Discounted Cash Flow Analysis

North Point Advisors performed a discounted cash flow analysis on the Company. For this analysis, North Point Advisors used the Company’s management projections for fiscal years 2017 through 2021.

North Point Advisors calculated implied prices per share of the Common Stock using illustrative terminal values in the year 2021 based on multiples ranging from 10.0x EBITDA to 12.0x EBITDA. These illustrative terminal values were then discounted to calculate implied indications of present values using discount rates ranging from 10.0% to 15.0%. The various ranges for discount rates were chosen based on analyses of the Company’s weighted average of cost of capital, research of historical global private equity median internal rates of return (IRRs), and North Point Advisor’s estimates. The resulting implied equity values per share ranged from $6.56 to $9.22. North Point Advisors compared this range of equity values per share to the per share consideration to be paid pursuant to the Merger Agreement of $12.00.

Illustrative Leveraged Buyout Scenario Analysis

North Point Advisors performed an illustrative leveraged buyout analysis using financial information provided by the Company’s management and financing assumptions based on North Point Advisors’ estimates. A leveraged buyout analysis is designed to illustrate the ability to pay for a target in a leveraged buyout at a given return target, exit multiple and financing structure. Assuming the refinancing of all of the Company’s existing debt upon a transaction and hypothetical required IRRs ranging from 15% to 25% to a financial buyer, and hypothetical financial buyer enterprise value to EBITDA exit multiple of 11.0x, the foregoing analysis implied a current enterprise value for the Company of $70.7 million to $89.9 million, or a price per share range of $5.64 to $7.30. North Point Advisors noted that the merger consideration of $12.00 per share was above this range.

Limitations on North Point Advisors’ Analyses and Opinion

The summary of North Point Advisors’ analyses set forth above does not contain a complete description of these analyses, but does summarize the material analyses performed by North Point Advisors in rendering its opinion. The above summary is qualified in its entirety by reference to the written opinion of North Point Advisors attached as Annex B to this Information Statement. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. North Point Advisors believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the North Point Advisors’ written opinion. In arriving at its opinion, North Point Advisors considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, North Point Advisors made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the transactions contemplated by the Merger Agreement.

North Point Advisors performed its analyses solely for purposes of providing its opinion to the Special Committee and the Board. In performing its analyses, North Point Advisors made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Certain of the analyses performed by North Point Advisors are based upon forecasts of future results furnished to North Point Advisors by the Company’s management, which are not necessarily indicative of actual future results

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and may be significantly more or less favorable than actual future results. These forecasts are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. North Point Advisors does not assume responsibility if future results are materially different from forecasted results.

North Point Advisors has relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to it or discussed with or reviewed by it. North Point Advisors has further relied upon the assurances of the Company’s management that the financial information provided has been prepared on a reasonable basis in accordance with industry practice and that Company’s management is not aware of any information or facts that would make any information provided to North Point Advisors incomplete or misleading in any material respect. Without limiting the generality of the foregoing, for the purpose of its opinion, North Point Advisors has assumed that with respect to financial forecasts, estimates and other forward-looking information reviewed by it, such information has been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the Company’s management as to the expected future results of the Company’s operations and financial condition to which such financial forecasts, estimates and other forward-looking information relate. North Point Advisors expresses no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based. With the Company’s consent, North Point Advisors has relied on advice of the outside counsel to the Special Committee and the Company’s independent accountants, and on the assumptions of the Company’s management, as to all accounting, legal, tax and financial reporting matters with respect to the Company and the Merger Agreement.

North Point Advisors assumed that the Merger would be completed on the terms set forth in the Merger Agreement reviewed by North Point Advisors, without amendments and with full satisfaction of all covenants and conditions without any waiver. North Point Advisors expressed no opinion regarding whether the necessary approvals or other conditions to the consummation of the Merger will be obtained or satisfied.

North Point Advisors did not assume responsibility for performing, and did not perform any appraisals or valuations of specific assets or liabilities of the Company. North Point Advisors expresses no opinion regarding the liquidation value or solvency of any entity. North Point Advisors did not undertake any independent analysis of any outstanding, pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities to which the Company, or any of its respective affiliates, are a party or may be subject. At the direction of the Special Committee, and with its consent, North Point Advisors’ opinion made no assumption concerning, and, therefore, did not consider, the potential effects of litigation, claims, investigations, or possible assertions of claims, or the outcomes or damages arising out of any such matters.

North Point Advisors’ opinion was necessarily based on the information available to it and the facts and circumstances as they existed and were subject to evaluation as of the date of the opinion. Events occurring after the date of the opinion could materially affect the assumptions used by North Point Advisors in preparing its opinion. North Point Advisors expresses no opinion as to the prices at which the Common Stock have traded or may trade following announcement of the transaction or at any time after the date of the opinion. North Point Advisors has not undertaken and is not obligated to affirm or revise its opinion or otherwise comment on any events occurring after the date it was rendered.

North Point Advisors was not requested to opine as to, and the opinion does not address, the basic business decision to proceed with the Merger or the transactions contemplated by the Merger Agreement, the pre-signing process conducted by the Company, the merits of the transaction compared to any alternative business strategy or transaction that may be available to the Company, any other terms contemplated by the Merger Agreement or the fairness of the amount or nature of the compensation to the Company’s officers, directors or employees, or any class of such persons, relative to the compensation to be received by holders of Common Stock. North Point Advisors did not express any opinion as to whether any alternative transaction might produce consideration for the Company’s stockholders in excess of the Merger Consideration.

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North Point Advisors was engaged by the Special Committee to render an opinion to the Board and will receive a fee of 1.75% of the aggregate consideration of the Merger, which is contingent upon the consummation of the Merger. In the ordinary course of its business, North Point Advisors and its affiliates may actively trade securities of the Company for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. North Point Advisors may also, in the future, provide investment banking and financial advisory services to the Company, Utz or entities that are affiliated with the Company or Utz, for which it would expect to receive compensation.

North Point Advisors’ written opinion was one of many factors taken into consideration by the Special Committee and the Board in making the determination to approve the Merger Agreement and recommend that the Company’s stockholders vote in favor of the Merger Agreement. North Point Advisors and its affiliates have not represented the Company in the past.

Prospective Financial Information

The Company does not, as a matter of general practice, publicly disclose financial forecasts or internal projections as to future performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the Special Committee’s exploration of strategic alternatives, the Company’s management prepared for its internal use unaudited prospective financial information on a stand-alone, pre-merger basis based on management’s estimate of the Company’s anticipated future operations for fiscal years 2017 through 2021 (the “Company Projections”). The Company Projections are included in this section below under the subsection “— Company Projections.” The Company’s management updated the Company Projections in July of 2016, based solely on the information available to the Company’s management at the time, to include the financial impact related to a product line change. The Special Committee reviewed the Company Projections and approved their use by North Point Advisors in connection with its analysis of the Company.

The Company Projections were made available to the Special Committee, the Board and North Point Advisors, and were discussed with Utz in connection with the process resulting in the execution of the Merger Agreement. The Company is electing to provide the Company Projections in this Information Statement to provide the stockholders of the Company access to certain non-public unaudited prospective financial information that was made available to North Point Advisors and to Utz in connection with the Merger. The portions of the Company Projections set forth below are included in this Information Statement only because this information was used by North Point Advisors in connection with its financial analysis of the proposed transaction and was provided to Utz in connection with its negotiation for the Merger. The inclusion of such information should not be regarded as an indication that any party considered, or now considers, any of the Company Projections to be a reliable prediction of future results. No person has made or makes any representation or warranty to any stockholder of the Company or any other person regarding the information included in the Company Projections or the ultimate performance of the Company compared to the information included in the Company Projections. Neither the Company nor North Point Advisors assumes any responsibility for the accuracy of this information. Readers of this Information Statement are cautioned not to place undue reliance on the Company Projections.

The Company Projections are subjective in many respects and are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Although presented with numerical specificity, the Company Projections are based upon and reflect numerous judgments, estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. As such, the Company Projections constitute forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, including the factors described under “Cautionary Statement Regarding Forward-Looking Statements.” As a result, we cannot assure you that the estimates and assumptions made in preparing the Company Projections will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected results. In addition, the Company Projections cover multiple years and such information by its nature becomes less reliable with each successive year.

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Some or all of the assumptions that have been made regarding, among other things, the occurrence or the timing of certain events or impacts have changed since the date the Company Projections were made, and the portions of the Company Projections set forth below do not take into account any circumstances or events occurring after the date the applicable forecast was prepared, including the announcement of the Merger and transaction-related expenses. The Company Projections do not take into account the effect of any failure of the Merger to occur and should not be viewed as accurate in that context.

The Company Projections were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles (including U.S. generally accepted accounting principles, “GAAP”), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the Company Projections are unaudited and neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Company Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Company Projections.

The inclusion of portions of the Company Projections herein is not deemed an admission or representation by the Company, the Special Committee or the Board, their advisors or any other person, that the Company Projections are viewed by the Company as material information of the Company or the Surviving Corporation. THE COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE COMPANY PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR OR ARE NO LONGER APPROPRIATE, OR TO REFLECT CHANGES IN GENERAL ECONOMIC, REGULATORY OR INDUSTRY CONDITIONS. In light of the foregoing factors and uncertainties inherent in the Company Projections, readers of this Information Statement are cautioned not to place undue, if any, reliance on the portions of the Company Projections set forth below.

The Company Projections include certain non-GAAP measures (including EBITDA and unlevered free cash flows) because the Company’s management believed such measures would be useful to the Special Committee, the Board and North Point Advisors in evaluating the prospects of the Company. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, including operating income and net income. The Company’s calculations of these non-GAAP measures may differ from others in its industry and are not necessarily comparable with information presented under similar sounding captions used by other companies.

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Company Projections

Subject to the foregoing qualifications, the following is a summary of the Company Projections. All dollar amounts in the tables below are in millions of U.S. dollars.

		Actual (Fiscal Year Ending May)																Projected (Fiscal Year Ending May)
($ in Thousands)		2013				2014				2015				2016(1)				2017P				2018P				2019P				2020P				2021P
Net Sales		$	137,345			$	135,896			$	131,724			$	135,871			$	132,900			$	135,725			$	138,600			$	141,400			$	144,160
Cost of Sales			70,788				69,663				66,132				67,596				62,463				63,112				64,738				66,034				67,323
Gross Profit			66,557				66,233				65,592				68,275				70,437				72,613				73,862				75,366				76,837
% Margin			48.5	%			48.7	%			49.8	%			50.3	%			53.0	%			53.5	%			53.3	%			53.3	%			53.3	%
Advertising and Promotions			13,178				12,917				13,500				14,115				14,562				15,073				15,111				15,411				15,677
Selling and Delivery			42,373				41,289				39,050				39,658				41,098				42,539				42,648				43,494				44,244
General & Administrative			8,681				10,217				9,889				9,626				9,061				9,379				9,403				9,589				9,755
SG&A			64,232				64,424				62,440				63,399				64,721				66,991				67,162				68,495				69,675
Operating Income			2,325				1,810				3,152				4,876				5,716				5,622				6,700				6,871				7,162
Other (Income)/Expense			148				215				86				182				66				45				50				10				(5	)
Provision for Income Taxes			1,043				672				1,293				1,509				2,373				2,510				2,793				2,882				3,010
Net Income			1,134				922				1,774				3,185				3,277				3,067				3,857				3,980				4,157
Interest Expense			311				337				458				336				244				200				175				125				100
Depreciation (COGS)			2,589				2,684				2,566				2,421				2,475				2,525				2,575				2,627				2,679
Depreciation (G&A)			950				1,094				1,340				1,455				1,474				1,504				1,534				1,565				1,596
Restructuring Expense Adjustment			—				1,027				—				—				—				—				—				—				—
EBITDA		$	6,027			$	6,736			$	7,432			$	8,906			$	9,845			$	9,805			$	10,934			$	11,178			$	11,542
% Sales			4.4	%			5.0	%			5.6	%			6.6	%			7.4	%			7.2	%			7.9	%			7.9	%			8.0	%
Key Ratio Analysis
Advertising and Promotions			9.6	%			9.5	%			10.2	%			10.4	%			11.0	%			11.1	%			10.9	%			10.9	%			10.9	%
Selling and Delivery			30.9	%			30.4	%			29.6	%			29.2	%			30.9	%			31.3	%			30.8	%			30.8	%			30.7	%
General & Administrative			6.3	%			7.5	%			7.5	%			7.1	%			6.8	%			6.9	%			6.8	%			6.8	%			6.8	%

The Company has identified $97,000 of EBITDA adjustments as one-time, non-recurring expenses in fiscal year 2016. North Point Advisors’ illustrative EBITDA valuation multiples assumes adjusted EBITDA of $9.0M for fiscal year 2016.

Certain Effects of the Merger

Upon the consummation of the Merger, Merger Sub will be merged with and into the Company upon the terms set forth in the Merger Agreement. As the surviving corporation in the Merger, the Company will continue to exist following the Merger as a wholly-owned subsidiary of Utz.

None of Utz, Merger Sub or any of their controlled affiliates beneficially owns, or will prior to the closing date beneficially own, any shares of Common Stock. Following the Merger, all of the Company’s equity interests will be beneficially owned by Utz and none of the Company’s current stockholders will, by virtue of the Merger, have any ownership interest in, or be a stockholder of, the Company, the Surviving Corporation or Utz after the consummation of the Merger. As a result, the Company’s current stockholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Common Stock. Following the Merger, Utz will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

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Upon consummation of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any subsidiary of the Company, Utz, Merger Sub or any other subsidiary of Utz or shares with respect to which appraisal rights have been properly exercised in accordance with the DGCL) will be converted into the right to receive $12.00 in cash, without interest and less any applicable withholding taxes. All shares of Common Stock so converted will, at the Effective Time, be cancelled.

Please see the section of this Information Statement entitled “The Merger Agreement — Payment for the Common Stock in the Merger.”

For information regarding the effects of the Merger on the Company’s outstanding stock options, please see the sections below under “— Interests of the Company’s Directors and Executive Officers in the Merger” and “The Merger Agreement — Treatment of Stock Options.”

The Common Stock is currently registered under the Exchange Act and trades on NASDAQ under the symbol “GLDC.” Following the consummation of the Merger, shares of Common Stock will no longer be traded on NASDAQ or any other public market. In addition, the registration of shares of Common Stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC. Termination of registration of the shares of Common Stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company’s stockholders and the SEC, and would make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholder meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company.

Effects on the Company if the Merger is not Completed

If the Merger is not completed for any reason, the Company’s stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, the Company will remain an independent public company, the shares of Common Stock will continue to be listed and traded on NASDAQ, the shares of Common Stock will continue to be registered under the Exchange Act and the Company’s stockholders will continue to own their shares of Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Common Stock.

If the Merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Common Stock, including the risk that the market price of the Common Stock may decline to the extent that the current market price of the Common Stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the Merger Agreement, under certain circumstances the Company and Utz are permitted to terminate the Merger Agreement. Please see the section of this Information Statement entitled “The Merger Agreement —  Termination.”

Under certain circumstances, if the Merger Agreement is terminated, a termination fee is payable by the Company to Utz. Please see the section of this Information Statement entitled “The Merger Agreement —  Payment of Termination Fee.”

Financing of the Merger

The Merger is not subject to a financing condition. Utz plans to use cash on hand and other available sources of financing to fund the purchase price.

Interests of the Company’s Directors and Executive Officers in the Merger

Details of the beneficial ownership of the Company’s directors and executive officers of Common Stock are set out in the section of this Information Statement entitled “Security Ownership of Certain Beneficial Owners and Management.” At the Effective Time, shares of Common Stock held by the members of the Board and our executive officers will be converted into the right to receive the Merger Consideration in the same manner as all outstanding shares of Common Stock held by any other stockholder.

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In addition to their interests in the Merger as stockholders, certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. You should be aware of these interests. The members of the Special Committee were aware of and considered these interests in reaching the determination to recommend the approval of the Merger Agreement and deem the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement to be fair to, and in the best interests of, the Company and its stockholders. These interests include:

Treatment of Director and Executive Officer Common Stock

As is the case for any stockholder, at the Effective Time, shares of Common Stock held by the members of the Special Committee, the Board and our executive officers will be converted into the right to receive the Merger Consideration in the same manner as all outstanding shares of Common Stock held by the stockholders.

The following table sets forth information as of July 18, 2016 regarding the cash-out value of the Common Stock owned by each executive officer and director of the Company.

Name		Number of Shares Owned												Cash-Out Payment for Shares Owned
		Direct				Indirect				Total
Executive Officers
Mark W. McCutcheon(1)			4,455				4,022	(2)			8,477			$	101,724
Paul R. Bates(1)			5,657				4,467	(2)			10,124			$	121,488
David A. Jones(1)			2,178				2,183	(2)			4,361			$	52,332
Patricia R. Townsend			0				889	(2)			889			$	10,668
Directors
Joann F. Bashinsky			426,928				8,803	(2)			435,731			$	5,228,772
John P. McKleroy, Jr.			6,510				33,490	(3)			40,000			$	480,000
William B. Morton, Jr.			0				0				0				0
J. Wallace Nall, Jr.			0				196,000	(4)			196,000			$	2,352,000
Edward R. Pascoe			25,300				0				25,000			$	300,000
F. Wayne Pate			148,385				24,653	(5)			173,038			$	2,076,456
John S. P. Samford			1,666				0				1,666			$	19,992
John S. Stein, III			10,333				0				10,333			$	123,996

 

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Treatment of Executive Officer Stock Options

As is the case for any holder of Stock Options (as defined below under “The Merger Agreement —  Treatment of Stock Options”), each Stock Option that is held by an executive officer and that is outstanding immediately prior to the Effective Time, will become vested (if then unvested) in full and then cancelled, and each such holder thereof will be entitled to receive in respect of such Stock Option an amount in cash (without interest and less any applicable withholding) equal to the number of shares of Common Stock subject to such Stock Option multiplied by the amount, if any, by which $12.00 exceeds the per share exercise price of such Stock Option.

The table below sets forth, as of July 18, 2016, information with respect to the Stock Options held by each executive officer of the Company. No non-employee director holds any Stock Options.

Name		Number of Shares Subject to Vested Options				Cash-Out Payment for Vested Options				Number of Shares Subject to Unvested Options				Cash-Out Payment for Unvested Options				Total Payment for Outstanding Options
Executive Officers
Mark W. McCutcheon			26,041			$	212,494.56				23,959			$	195,505.44			$	408,000.00
Paul R. Bates			26,041			$	212,494.56				8,959			$	73,105.44			$	285,600.00
David A. Jones			26,041			$	212,494.56				8,959			$	73,105.44			$	285,600.00
Patricia R. Townsend			26,041			$	212,494.56				8,959			$	73,105.44			$	285,600.00

 

Golden Parachute Compensation

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K under the Exchange Act, which requires disclosure of information about compensation for each “named executive officer” of the Company that is based on or otherwise relates to the proposed Merger. The compensation in the table below is referred to as “golden parachute” compensation by the applicable SEC rules.

The table below summarizes the potential severance, accelerated vesting of unvested equity awards, the cash out of all Stock Options and other payments and benefits that each executive officer could be entitled to receive from the Company if the Merger is consummated.

For purposes of calculating the amounts set forth in the table below, we have assumed that (i) the number of unvested Stock Options is based on awards held by each executive officer as of July 18, 2016 and that all Stock Options (vested or unvested) currently held by an executive officer will still be outstanding immediately prior to the Effective Time, and (ii) the compensation and benefits provided are not reduced in order to avoid the “golden parachute” excise tax that may be imposed under Section 4999 of the Code. The calculations in this table are based on the Merger Consideration of $12.00 per share.

Name		Cash ($)				Equity ($)				Pension/ NQDC ($)				Perquisites/ Benefits ($)				Tax Reimbursement ($)				Other ($)(1)				Total ($)
Mark W. McCutcheon			1,800,000	(2)			195,505.44	(3)			0				0				0				262,500				2,258,005.44
Paul R. Bates			0				73,105.44	(4)			0				0				0				183,750				256,855.44
David A. Jones			0				73,105.44	(4)			0				0				0				183,750				256,855.44
Patricia R. Townsend			0				73,105.44	(4)			0				0				0				183,750				256,855.44

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None of the above benefits are “double-trigger” in that none of such benefits are amounts triggered by a change-in-control for which payment is conditioned upon the executive officer’s termination without cause or resignation for good reason within a limited time period following the change-in-control).

 

Retention Bonus Agreements

On July 20, 2016, the Company entered into separate Retention Bonus Agreements with the Company’s four named executive officers (Mr. McCutcheon, Mr. Bates, Mr. Jones, and Ms. Townsend) (the “Named Executives”) and certain other key employees (the “Key Employees”). Under the terms of the Retention Bonus Agreements, each Named Executive and Key Employee will be eligible to receive an aggregate cash retention bonus equal to a certain percentage of such person’s base salary as of July 18, 2016. The percentage applicable to the Named Executives is 75% of their base salary as of such date. Payment of bonuses under the Retention Bonus Agreements will be made in one lump sum on the one-year anniversary of the closing date of the Merger (the “Retention Period”) and is contingent upon the satisfaction by the Named Executive or Key Employee of all three of the following conditions: (i) the Named Executive or Key Employee must not have resigned from employment with the Company at any time from the date of the execution of the Retention Bonus Agreement through the last day of the Retention Period; (ii) the Company must not have terminated the Named Executive’s or Key Employee’s employment for “cause” at any time from the date of the execution of the Retention Bonus Agreement through the last day of the Retention Period; and (iii) following the last day of the Retention Period, the Named Executive or Key Employee must deliver to the Company a release in the form included as part of the Retention Bonus Agreement. For purposes of the Retention Bonus Agreement, termination for “cause” includes termination for willful, material breach or failure to comply with the Company’s written policies, procedures or instructions if such failure has a material adverse impact on the Company, willful, material misconduct or dishonest act or fraud in the performance of duties with the Company which has a material adverse impact on the Company, and indictment for, or conviction of, or pleading guilty or nolo contendere, to a felony or a crime involving moral turpitude, fraud, or embezzlement. The Named Executives and Key Employees are given the right to cure such “cause” event within ten business days of receipt of notice from the Company.

Compensation of the Special Committee

The Special Committee determined that each member of the Special Committee is entitled to receive from the Company, as compensation for serving on the Special Committee, an amount equal to $1,500 per meeting of the Special Committee, as well as reimbursement of all reasonable costs incurred by such member in connection with his service on the Special Committee. Accordingly, the compensation received by members of the Special Committee is not contingent on the closing of the Merger or any other transaction. In approving these compensation arrangements, the Special Committee considered, among other things, the additional work included in serving on the Special Committee, customary ranges and options for compensating the Special Committee members therefor and whether any compensation should consist of a flat fee, a per meeting fee or a mix of both. The Special Committee met a total of 17 times between November 20, 2015, and July 18, 2016, but it sought reimbursement for only nine of those meetings. The largest amount of such compensation that any member of the Special Committee received was $13,500.

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Director and Officer Indemnification

Under the Merger Agreement, for a period of six years after the Effective Time and subject to certain limitations described in the Merger Agreement, the Surviving Corporation and Utz will indemnify and hold harmless each person who has served as an officer or director of the Company or any of its subsidiaries prior to the Effective Time, which are referred to as “indemnified parties,” against any losses, claims, damages, liabilities, fees, expenses, judgments, and fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in connection with the transactions contemplated by the Merger Agreement) and shall reimburse each indemnified party for any legal or other expenses reasonably incurred by such indemnified party.

For a more detailed description of the provisions of the Merger Agreement relating to director and officer indemnification, please see the section of this Information Statement entitled “The Merger Agreement —  Directors’ and Officers’ Indemnification and Insurance.”

Dividends

Pursuant to the Merger Agreement, we are prohibited from declaring or paying any dividends on our Common Stock, other than the dividend that we paid on August 3, 2016 to stockholders of record on July 25, 2016.

Regulatory Approvals Required for the Merger

Under the HSR Act, and the related rules and regulations issued by the Federal Trade Commission (“FTC”), certain transactions, including the Merger, may not be consummated until notification and report forms have been filed by each of the Company and Utz with the FTC and the United States Department of Justice (“DOJ”) and the applicable waiting periods have been terminated, have expired or approval has been obtained. Each of the Company and Utz filed a Pre-Merger Notification and Report Form under the HSR Act with the FTC and the DOJ in connection with the Merger on August 4, 2016. The waiting period with respect to the Merger under the HSR Act expired on September 6, 2016.

At any time before or after the Effective Time, the DOJ, the FTC, or the state attorneys general of various states could take action under applicable antitrust laws, including seeking to enjoin the consummation of the Merger, conditionally approving the Merger upon the divestiture of assets of the Company or Utz, subjecting the consummation of the Merger to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Under the Merger Agreement, the respective obligations of the Company, Utz and Merger Sub to effect the Merger are subject to, among other things, the expiration or termination of the waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act. The waiting period with respect to the Merger under the HSR Act expired on September 6, 2016.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general summary of material U.S. federal income tax consequences to holders of shares of Common Stock upon the exchange of shares of Common Stock for cash pursuant to the Merger. This summary is not a complete analysis of all potential U.S. federal income tax consequences, nor does it address any tax consequences arising under any state, local or foreign tax laws or U.S. federal estate or gift tax laws. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, administrative rulings and court decisions, all as in effect as of the date hereof and all of which are subject to differing interpretations and/or change at any time (possibly with retroactive effect). Any such changes could affect the accuracy of the statements and conclusions set forth herein. This summary assumes that stockholders own shares of Common Stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address U.S. federal income tax considerations that may be relevant to a holder in light of the holder’s particular circumstances, including without limitation, holders of shares of Common Stock received in connection with the exercise of employee stock options or otherwise as compensation, holders that validly exercise their rights under Delaware law to request appraisal rights, or holders subject to special treatment under U.S. federal income tax law (such as insurance companies, banks, tax-exempt entities, financial institutions, broker-dealers, partnerships,

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S corporations or other pass-through entities, mutual funds, traders in securities who elect the mark-to market method of accounting, tax-deferred or other retirement accounts, holders subject to the alternative minimum tax, U.S. persons that have a functional currency other than the U.S. dollar, United States expatriates and certain former citizens or residents of the United States, “controlled foreign corporations,” “passive foreign investment companies,” or holders that hold shares of Common Stock as part of a hedge, straddle, integration, constructive sale or conversion transaction).

All holders of Common Stock should consult their own tax advisors to determine the specific U.S. federal, state, local and foreign tax consequences that may be relevant to them on the receipt of cash in exchange for shares of Common Stock pursuant to the Merger.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of Common Stock, that is, for U.S. federal income tax purposes:

A “Non-U.S. Holder” is a beneficial owner (other than a partnership) of Common Stock that is not a U.S. Holder.

U.S. Holders

Payments with Respect to Shares of Common Stock

The exchange of shares of Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder will generally recognize gain or loss, if any, equal to the difference, if any, between the amount of cash received pursuant to the Merger and the holder’s adjusted tax basis in the shares of Common Stock pursuant to the Merger. Gain or loss must be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if such U.S. Holder’s holding period for the shares of Common Stock is more than one year at the time of the closing of the Merger. Long-term capital gains recognized by an individual holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. There are limitations on the deductibility of capital losses. Holders of Common Stock should consult their tax advisors regarding the determination and allocation of their tax basis in their stock surrendered in the Merger.

Backup Withholding Tax and Information Reporting

Payments made with respect to shares of Common Stock exchanged for cash in the Merger may be subject to information reporting, and such payments will be subject to U.S. federal backup withholding tax unless the U.S. Holder (i) furnishes an accurate tax identification number or otherwise complies with applicable U.S. information reporting or certification requirements (typically, by completing and signing an IRS Form W-9) or (ii) is a corporation or other exempt recipient and, when required, demonstrates such fact. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. Holder’s United States federal income tax liability, if any, provided that such U.S. Holder furnishes the required information to the Internal Revenue Service in a timely manner.

Non-U.S. Holders

Payments with Respect to Shares of Common Stock

Payments made to a Non-U.S. Holder with respect to shares of Common Stock exchanged for cash pursuant to the Merger generally will be exempt from U.S. federal income tax, unless:

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(a) the gain on shares of Common Stock, if any, is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (and, if certain income tax treaties apply, is attributable to the Non-U.S. Holder’s permanent establishment in the United States) in which event (i) the Non-U.S. Holder will be subject to U.S. federal income tax as described under “U.S. Holders,” but such Non-U.S. Holder should provide an IRS Form W-8ECI instead of an IRS Form W-9, and (ii) if the Non-U.S. Holder is a corporation, it may be subject to branch profits tax on such gain at a 30% rate (or such lower rate as may be specified under an applicable income tax treaty);

(b) the Non-U.S. Holder is a non-resident alien individual who was present in the United States for 183 days or more in the taxable year of the Merger and certain other conditions are met, in which event the Non-U.S. Holder generally will be subject to tax at a flat rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on the gain from the exchange of the shares of Common Stock net of applicable U.S. losses from sales or exchanges of other capital assets recognized during the year; or

(c) the Company is or has been a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition of the shares of Common Stock or the period that the Non-U.S. holder held the shares of Common Stock and the shares have ceased to be regularly traded on an established securities market prior to the beginning of the calendar year in which the Merger occurs. The determination of whether the Company is a USRPHC depends on the fair market value of its other trade of business assets and its foreign real property interests. Although there can be no assurances in this regard, the Company does not believe that it was or will be a USRPHC at any time within the five-year period ending on the date of the Merger.

Backup Withholding Tax and Information Reporting

In general, a Non-U.S. Holder will not be subject to backup withholding and information reporting with respect to a payment made with respect to shares of Common Stock exchanged for cash in the Merger if the Non-U.S. Holder has provided an IRS Form W-8BEN (or an IRS Form W-8ECI if the Non-U.S. Holder’s gain is effectively connected with the conduct of a U.S. trade or business). If shares are held through a foreign partnership or other flow-through entity, certain documentation requirements also apply to the partnership or other flow-through entity. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a Non-U.S. Holder’s United States federal income tax liability, if any, provided that such Non-U.S. Holder furnishes the required information to the Internal Revenue Service in a timely manner.

Delisting and Deregistration of the Common Stock

If the Merger is completed, the shares of Common Stock will be delisted from NASDAQ and deregistered under the Exchange Act, shares of Common Stock will no longer be publicly traded, and the Company will no longer be required to file reports with the SEC.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached to this Information Statement as Annex A, and which we incorporate by reference into this Information Statement. This summary does not purport to be complete, may not contain all the information about the Merger Agreement that is important to you and is qualified in its entirety by reference to the full text of such agreement. We encourage you to read the Merger Agreement carefully and in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this Information Statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached hereto as Annex A to this Information Statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The Merger Agreement contains representations and warranties by the Company, Utz and Merger Sub which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may apply contractual standards of materiality or material adverse effect that generally differ from those relevant to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Additional information about the Company may be found elsewhere in this Information Statement and the Company’s other public filings. See “Where You Can Find Additional Information” beginning on page 72.

The Merger

At the Effective Time, Merger Sub, a wholly-owned subsidiary of Utz, will be merged into the Company. The separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation. As a result, the Company will become a wholly-owned subsidiary of Utz.

Treatment of the Common Stock in the Merger

The Merger Agreement provides for the Common Stock outstanding immediately prior to the Effective Time, as well as the outstanding stock of Merger Sub, to be treated as follows:

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Dissenting Shares

At the Effective Time, each issued and outstanding share of Common Stock (other than shares cancelled in accordance with the Merger Agreement) held by a stockholder who did not consent to the Merger and who has properly exercised appraisal rights of such shares in accordance with Section 262 (such shares of Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, such shares of Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with the Merger Agreement, without interest thereon and less any applicable withholding taxes, upon surrender of such certificate formerly representing such share or transfer of such shares represented by a Company book entry, as the case may be.

Treatment of Stock Options

At the Effective Time, each option to acquire shares of Common Stock (each, a “Stock Option”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of Utz, Merger Sub, the Company, the holder of that Stock Option or any other person, cancelled and converted into the right to receive from Utz and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (i) the aggregate number of shares of Common Stock subject to such Stock Option, multiplied by (ii) the amount, if any, by which the Merger Consideration exceeds the per share exercise price of such Stock Option, less any taxes required to be withheld.

Pursuant to the Merger Agreement, the Company agreed to terminate each Stock Option outstanding prior to the effective time of the Merger, which it has done by entering into an option cancellation agreement (“Option Cancellation Agreement”) with each holder of Stock Options. The Option Cancellation Agreement provides that such holder of a Stock Option shall be entitled to receive, in consideration of the cancellation of such Stock Option, subject to the consummation of the Merger, a cash payment per share equal to the product of (i) the aggregate number of shares of Common Stock subject to such Stock Option, whether or not the Stock Option is currently exercisable, multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Stock Option, less any taxes required to be withheld.

The Surviving Corporation will not assume any options to acquire shares of Common Stock; nor will it substitute any options to acquire shares of the capital stock of the Surviving Corporation.

Payment for the Common Stock in the Merger

Prior to the Effective Time, Utz will select an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the agent for exchanging the Merger Consideration for the certificates representing the Common Stock or the book entry shares. At the Effective Time, Utz will deposit (or cause the Surviving Corporation to deposit) with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration to which holders of Common Stock become entitled, referred to as the “Payment Fund.” The Payment Fund will not be used for any other purpose. The Surviving Corporation will pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Common Stock for the Merger Consideration. Promptly after the Effective Time, Utz will send, or will cause the Exchange Agent to send, to each record holder of shares of Common Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates or transfer of the book-entry shares to the Exchange Agent) for use in such exchange.

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Each certificate or book-entry share representing Common Stock that is surrendered will be cancelled. You should not send in your Common Stock certificates until you receive a letter of transmittal with instructions.

Representations and Warranties

The Merger Agreement contains representations and warranties of the Company as to, among other things:

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The Merger Agreement also contains representations and warranties of Utz and Merger Sub as to, among other things:

Some of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a “material adverse effect” clause. For purposes of the Merger Agreement, a “material adverse effect” with respect to the Company and its subsidiaries means any event, occurrence, fact, condition or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), or assets of the Company and its subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by the Merger Agreement on a timely basis; provided, however, that “material adverse effect” shall not include any event, occurrence, fact, condition or change arising out of, attributable to, or resulting from: (A) changes in general economic or political conditions, (B) general conditions in the industries in which the Company and its subsidiaries operate; (C) any changes in United States financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (D) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (E) any action expressly required by the Merger Agreement or any action taken (or omitted to be taken) with the prior written consent of or at the prior written request of Utz; (F) any changes in applicable laws or GAAP or the enforcement, implementation or interpretation thereof after the date of the Merger Agreement, (G) the announcement or pendency of the transactions contemplated by the Merger Agreement, or (H) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided the underlying causes of such failure (subject to the other provisions of the definition) shall not be excluded); provided, that any event, occurrence, fact, condition or change referred to in clauses (A), (B), (C), (D) and (F) shall not be excluded if such event, occurrence, fact, condition or change has a materially disproportionate adverse effect on the Company and its subsidiaries as compared to other companies in the industry in which the Company and its subsidiaries operate.

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Conduct of Business Pending the Merger

The Merger Agreement provides that, except as provided in the Merger Agreement or as consented to in writing by Utz, during the period from the date of the Merger Agreement to the Effective Time, the Company will, and will cause its subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and it and its subsidiaries shall use their reasonable best efforts to preserve substantially intact the Company’s and its subsidiaries’ business organization, to preserve its and its subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees and others having business relationships with it and to keep available the services of its and its subsidiaries’ current officers and employees. In addition, except as provided in the Merger Agreement or as consented to in writing by Utz, the Company will not, and will not permit any of its subsidiaries to, among other things:

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provided, however, that nothing in the Merger Agreement gives, nor is intended to give, Utz, directly or indirectly, any right to control or direct the business or operations of the Company or any of its subsidiaries prior to the Effective Time. Prior to the Effective Time, the Company and its subsidiaries will exercise, subject to and consistent with the terms and conditions of the Merger Agreement, complete control and supervision over their respective businesses, assets and operations.

Action by Stockholder Consent

Immediately after the execution of the Merger Agreement and in lieu of calling a meeting of the Company’s stockholders, as required by the Merger Agreement, the Company submitted an irrevocable written consent adopting the Merger Agreement to the Principal Stockholders. If such stockholder consent had not been delivered by the Principal Stockholders to the corporate secretary of the Company and Utz by 5:00 p.m.

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Birmingham, Alabama time, on the calendar day immediately following the date of the Merger Agreement, Utz would have had the right to terminate the Merger Agreement (and receive the termination fee).

Following the execution of the Merger Agreement, the stockholder consent adopting the Merger Agreement was delivered to the corporate secretary of the Company by the Principal Stockholders, who on such date owned shares of Common Stock representing approximately 55.9% of the outstanding shares of Common Stock, and a copy of the stockholder consent was delivered to Utz. No further approval of the stockholders of the Company is required to adopt the Merger Agreement. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the Merger Agreement and does not intend to call a meeting of stockholders for purposes of voting on the adoption of the Merger Agreement.

Other Covenants and Agreements

No Solicitation

In the Merger Agreement, the Company agreed to, and to cause its subsidiaries and their respective representatives to, immediately cease any activities, discussions, or negotiations with any party with respect to any Takeover Proposal (as such term is defined below). Further, subject to the exception described below, the Company agreed not to and to cause its subsidiaries and their respective representatives not to, directly or indirectly:

In addition, neither the Board nor any committee thereof may fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to Utz or Merger Sub, the Company Board Recommendation, or recommend a Takeover Proposal, fail to recommend against acceptance of any tender offer or exchange offer for shares of Common Stock within ten business days after the commencement of such offer, or make any public statement inconsistent with the Company Board Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing, a “Company Adverse Recommendation Change”).

As an exception to the restrictions set forth above, the Merger Agreement provides that if a third party has delivered to the Company (and not withdrawn), during the period from the date of the Merger Agreement (July 18, 2016) until 5:00 p.m. Birmingham, Alabama time on the third calendar day following the date of the Merger Agreement (July 21, 2016, such period, the “Takeover Proposal Review Period”), a bona fide, unsolicited Takeover Proposal in writing that did not result from a breach of the restrictions described above that the Board concludes in good faith, after consultation with outside legal counsel and North Point Advisors, constitutes a Superior Proposal, the Board, directly or indirectly, may, subject to giving Utz notice and certain rights to renegotiate the Merger Agreement, (i) contact such third party that has delivered to the Company (and not withdrawn), during the Takeover Proposal Review Period, such Takeover Proposal in order to clarify the terms of such Takeover Proposal so that the Board (or any committee thereof) may inform itself about

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such Takeover Proposal, (ii) participate in negotiations or discussions with such third party, (iii) thereafter furnish to such third party nonpublic information relating to the Company or any of its subsidiaries pursuant to an executed confidentiality agreement, (iv) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, and/or (v) take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses, only if the Board concludes in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Board to be in breach of its fiduciary duties under applicable law. As provided above, the Board may not consider or take any other action with respect to any Takeover Proposal delivered to the Company after the termination of the Takeover Proposal Review Period.

The non-solicitation restrictions also contained limited exceptions prior to the delivery of the stockholder consent. The stockholder consent has been delivered and the Takeover Proposal Review Period has expired. Accordingly, the exceptions to the restrictions described above that are provided in the Merger Agreement have expired.

A “Takeover Proposal” means a proposal or offer from, or indication of interest in making a proposal or offer by, any person (other than Utz and its subsidiaries, including Merger Sub) relating to any (i) direct or indirect acquisition of assets of the Company or its subsidiaries (including any voting equity interests of subsidiaries, but excluding sales of assets in the ordinary course of business) equal to 15% or more of the fair market value of the Company’s consolidated assets or to which 15% or more of the Company’s net revenues or net income on a consolidated basis are attributable, (ii) direct or indirect acquisition of 15% or more of the voting equity interests of the Company, (iii) tender offer or exchange offer that if consummated would result in any person beneficially owning (within the meaning of Section 13(d) of the Exchange Act) 15% or more of the voting equity interests of the Company, (d) merger, consolidation, other business combination or similar transaction involving the Company or any of its subsidiaries, pursuant to which such person would own 15% or more of the consolidated assets, net revenues or net income of the Company, taken as a whole, or (e) liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of the Company or the declaration or payment of an extraordinary dividend (whether in cash or other property) by the Company.

A “Superior Proposal” means a bona fide written Takeover Proposal involving the direct or indirect acquisition pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, of all or substantially all of the Company’s consolidated assets or a majority of the outstanding Common Stock, that the Board concludes in good faith (after consultation with outside legal counsel and North Point Advisors) is more favorable from a financial point of view to the holders of Common Stock than the transactions contemplated by the Merger Agreement, taking into account (i) all financial considerations, (ii) the identity of the third party making such Takeover Proposal, (iii) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such Takeover Proposal, (iv) the other terms and conditions of such Takeover Proposal and the implications thereof on the Company, including relevant legal, regulatory and other aspects of such Takeover Proposal deemed relevant by the Board and (v) any revisions to the terms of the Merger Agreement and the Merger proposed by Utz during the notice period provided for in the Merger Agreement.

Efforts to Consummate

Subject to the terms and conditions of the Merger Agreement, each of the parties to the Merger Agreement agreed to, and to cause its subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by the Merger Agreement, including with respect to obtaining any necessary actions or non-actions, waivers, permits, consents, and approvals, from third parties and/or governmental authorities and make all necessary registrations, declarations and filings with governmental authorities, that are necessary to consummate the transactions contemplated by the Merger Agreement.

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Access and Confidentiality

Until the earlier of the Effective Time or the termination of the Merger Agreement, the Company and its subsidiaries will provide Utz and its representatives with reasonable access during normal business hours, upon one business day’s prior written notice, to the properties, offices and other facilities, books and records, contracts, other assets and personnel of the Company and its subsidiaries. All such information obtained by Utz will be governed by the confidentiality agreement entered into between the Company and Utz.

Directors’ and Officers’ Indemnification and Insurance

All rights to indemnification existing in favor of each individual who is a present or former director or officer of the Company or any of its subsidiaries prior to the Effective Time, referred to as the “indemnified parties,” with respect to matters occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company (as in effect as of the date of the Merger Agreement) and as provided in the indemnification agreements between the Company and the indemnified parties, will survive the Merger and remain in full force and effect in accordance with their terms.

As of the Effective Time, Utz will cause the Surviving Corporation, and the Surviving Corporation will (i) maintain in effect for a period of six years from the Effective Time the Company’s existing directors’ and officers’ insurance policy (or a policy with coverage at least as favorable) as in effect immediately prior to the Effective Time with respect to actions and omissions by the indemnified parties that occurred prior to the Effective Time or (ii) purchase a “tail” policy for a term of six years from the Effective Time with coverage not materially less advantageous to the indemnified parties, in each case with respect to claims arising out of or relating to events which occurred before or at the Effective Time.

See also a description of the obligation of Utz and the Surviving Corporation to indemnify the indemnified parties set forth under “The Merger — Director and Officer Indemnification.”

Employee Benefits

For a period of one year following the Effective Time, Utz has agreed to provide the employees of the Company and its subsidiaries, while employed during such period, with base salary, target bonus opportunities, and employee benefits that are no less favorable in the aggregate to those in effect immediately on the date of the Merger Agreement.

Conditions to the Merger

The obligations of Utz, Merger Sub and the Company to effect the Merger are subject to the satisfaction or waiver, on or prior to the closing of the Merger, of each of the following mutual conditions:

The obligations of Utz and Merger Sub to effect the Merger are also subject to the satisfaction, or waiver by Utz or Merger Sub, on or prior to the closing of the Merger, of the following additional conditions:

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The obligation of the Company to effect the Merger is subject to the satisfaction, or waiver by the Company, on or prior to the closing of the Merger, of the following additional conditions:

Termination

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Company Vote:

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Fees and Expenses

Except as otherwise provided in the Merger Agreement as described below, all fees and expenses incurred in connection with Merger must be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

Payment of Termination Fee

The Merger Agreement provides that the Company will be required to pay to Utz a termination fee of 4% of the aggregate Merger Consideration if the Merger Agreement is terminated under any of the following circumstances:

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In the event the Termination Fee does become payable and is paid by the Company, the Termination Fee will be Utz’s and Merger Sub’s sole and exclusive remedy for monetary damages under the Merger Agreement.

In the event of any litigation between the parties relating to the payment of Termination Fee, the prevailing party shall be entitled to recover from the non-prevailing party its costs and expenses (including its attorneys’ fees and expenses) incurred or accrued in connection with such suit.

Amendments and Waivers

The Merger Agreement may not be amended or supplemented except pursuant to an instrument in writing signed by the parties to the Merger Agreement. However, following receipt of the Requisite Company Vote, which was obtained on July 18, 2016 by delivery of the stockholder consent, no amendment or supplement may be effected that requires the approval of the Company’s stockholders under any law or rule of a self-regulatory organization without such approval.

At any time prior to the Effective Time, any party to the Merger Agreement may, extend the time for the performance of any of the obligations of any other party, waive any inaccuracies in the representations and warranties made to such party in the Merger Agreement or any document delivered pursuant thereto and, unless prohibited by applicable law, waive compliance with any of the agreements, covenants or conditions contained in the Merger Agreement.

Equitable Remedies

The parties are entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to specifically enforce the performance of its terms, in addition to any other remedy to which they are entitled at law or in equity.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of September 1, 2016, SYB, Inc. and the Marital Trust were the only persons known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock. Beneficial ownership of shares is determined under the rules of the Securities and Exchange Commission (“SEC”) and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of Common Stock that may be acquired currently or within 60 days of September 1, 2016 through the exercise of any option, warrant or right, the conversion of a security, the power to revoke a trust, discretionary account or similar arrangement or the automatic termination of a trust, discretionary account or similar arrangement are deemed to be outstanding and beneficially owned by the person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.

Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The following table, which was prepared on the basis of information furnished by the persons described, shows ownership of Common Stock issued and outstanding as of September 1, 2016, based on 11,291,757 shares of Common Stock outstanding on such date, which were held of record by 767 persons.

		Amount and Nature of Beneficial Ownership(1)								Percent of Class
Name and Address of Beneficial Owner		Direct				Indirect
SYB, Inc. 3432 Briarcliff Road East Birmingham, Alabama 35223			5,283,128	(2)			-0-				46.8	%
Sloan Y. Bashinsky, Sr. Marital Testamentary Trust 2117 Second Avenue N. Birmingham, Alabama 35203			600,279	(2)			-0-				5.3	%

Security Ownership of Management

The following table shows the shares of Common Stock, beneficially owned, directly or indirectly, by each of the Chief Executive Officer, the Chief Financial Officer, each of the other named executive officers, each director, and by all directors and executive officers of the Company as a group as of September 1, 2016. To our knowledge, no director or executive officer of the Company has pledged any shares of Common Stock as security nor is permitted under our Policy on Insider Trading and Communications with the Public to enter into hedging transactions with respect to shares of Common Stock.

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The address for each holder listed below is c/o Golden Enterprises, Inc., One Golden Flake Drive, Birmingham, Alabama 35205.

		Amount and Nature of Beneficial Ownership(1)								Percent of Class
Name		Direct				Indirect
J. Wallace Nall, Jr.			-0-				196,000	(2)(4)			1.7	%
F. Wayne Pate			148,385				24,720	(2)(5)			1.5	%
Edward R. Pascoe			25,300				-0-					*
John P. McKleroy, Jr.(a)(b)(c)			6,510				33,490	(2)(3)				*
John S.P. Samford			1,666				-0-					*
Joann F. Bashinsky(d)(e)			426,928				8,806	(2)(6)			3.9	%
Mark W. McCutcheon			30,496	(7)			3,823	(2)(6)				*
William B. Morton, Jr.			-0-				-0-					*
John S. Stein, III			10,333				-0-					*
Paul R. Bates			31,714	(7)			4,468					*
David A. Jones			28,028	(7)			2,183	(2)(6)				*
Patricia R. Townsend			26,041	(7)			889	(2)(6)				*
All directors and executive officers as a group			735,603	(8)			274,379				9.0	%

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Voting Control

Sloan Y. Bashinsky, Sr. (“Mr. Bashinsky”) died on August 2, 2005. At the time of Mr. Bashinsky’s death, he beneficially owned 6,698,172 shares of Common Stock, which constituted voting control of the Company and which classified the Company as a “Controlled Company.” The stock beneficially owned by Mr. Bashinsky was registered in and held by the following entities:

SYB, Inc.		5,283,128 shares
SYB, Inc. as Trustee of the Sloan Y. Bashinsky, Sr. Trust dated February 16, 1982		1,000,000 shares
Bashinsky Foundation, Inc.		400,544 shares
Sloan Y. Bashinsky, Sr.		14,500 shares

As a result of Mr. Bashinsky’s death, and the probate of his will on August 12, 2005, the 1,000,000 shares held in SYB, Inc. as Trustee, and the 14,500 shares held in his name passed to his Estate. On August 9, 2010, the personal representatives of Mr. Bashinsky’s Estate distributed 414,221 shares of Common Stock to Joann F. Bashinsky and 600,279 shares of Common Stock to the Marital Trust. SYB, Inc. and Bashinsky Foundation, Inc. have continued to own 5,283,128 shares and 400,544 shares, respectively.

Joann F. Bashinsky and John P. McKleroy, Jr., directors of the Company, each serve as a director and officer of Bashinsky Foundation, Inc. The Common Stock owned by Bashinsky Foundation, Inc. is voted by its board of directors and is not subject to the Voting Committee, as described below.

Joann F. Bashinsky and John P. McKleroy, Jr., directors of the Company, each serve as a director and officer of SYB, Inc. The voting stock of SYB, Inc. is vested in the SYB, Inc. Common Stock Trust and John P. McKleroy, Jr. serves as a Co-Trustee of this Trust. This stock is subject to the Voting Committee, as described below.

John P. McKleroy, Jr. is designated under Mr. Bashinsky’s Will as a Co-Trustee of the Marital Trust.

Mr. Bashinsky’s Will and the SYB, Inc. Common Stock Trust provide that shares of Common Stock held by SYB, Inc. and his Marital Trust shall be voted by the Voting Committee, which is comprised of members of the Board of Directors of the Company and one member designated by Trustees of the Marital Trust. As of September 1, 2016, the 5,283,128 shares of Common Stock held by SYB, Inc. and the 600,279 shares of Common Stock held by the Marital Trust, the combination of which constitute a majority of the outstanding shares of Common Stock, are voted by the Voting Committee. The Voting Committee presently consists of J. Wallace Nall Jr., F. Wayne Pate, John P. McKleroy, Jr., Joann F. Bashinsky, Mark W. McCutcheon, Paul R. Bates, and David A. Jones, all directors of the Company, along with Patricia R. Townsend, an officer of the Company. The decision of a majority of the members of the Voting Committee governs how the stock is voted.

The Voting Committee will continue to vote the Common Stock owned by SYB, Inc. (5,283,128 shares) and by the Marital Trust (600,279 shares), respectively, until the SYB, Inc. Common Stock Trust and the Marital Trust terminate, as the case may be.

The SYB, Inc. Common Stock Trust, the Marital Trust, the Voting Committee and Joann F. Bashinsky have filed a Schedule 13D (as amended) with the SEC and the Company remains classified as a “Controlled Company.” SYB, Inc., the Marital Trust and Joann F. Bashinsky as a group beneficially own 55.98% of the Common Stock.

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APPRAISAL RIGHTS

Under the DGCL, you have the right to demand appraisal of, and receive payment in cash for the “fair value” of, your shares of Common Stock, as determined by the Court, together with interest, if any, as determined by the Court, in lieu of the consideration you would otherwise be entitled to pursuant to the Merger Agreement. These rights are known as appraisal rights. Stockholders electing to exercise appraisal rights must comply precisely with the requirements of Section 262 in order to demand and perfect their rights. Strict compliance with the statutory procedures is required to demand and perfect appraisal rights under Delaware law. In order to assist you in determining whether to exercise appraisal rights, financial information about the Company is available in the Company’s filings with the SEC, which are available online at https://www.sec.gov/cgi-bin/browse-edgar?company=golden+enterprises&owner=exclude&action=getcompany, including, without limitation, the Company’s Annual Report on Form 10-K for the fiscal year ended June 3, 2016, as filed with the SEC on August 4, 2016, as amended on Form 10-K/A on August 18, 2016.

The following is intended as a brief summary of the material provisions of the Delaware statutory procedures required to be followed by the Company’s stockholders in order to demand and perfect appraisal rights. All references in this summary to a “stockholder” are to the record holder of shares of Common Stock unless otherwise indicated.

THIS SUMMARY, HOWEVER, IS NOT A COMPLETE STATEMENT OF ALL APPLICABLE REQUIREMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SECTION 262, A COPY OF WHICH IS INCLUDED AS ANNEX C TO THIS INFORMATION STATEMENT. FAILURE TO FOLLOW PRECISELY ANY OF THE STATUTORY PROCEDURES SET FORTH IN SECTION 262 WILL RESULT IN THE LOSS OF YOUR APPRAISAL RIGHTS. MOREOVER, DUE TO THE COMPLEXITY OF THE PROCEDURES FOR EXERCISING THE RIGHT TO DEMAND APPRAISAL, STOCKHOLDERS WHO ARE CONSIDERING EXERCISING SUCH RIGHTS ARE ENCOURAGED TO SEEK THE ADVICE OF LEGAL COUNSEL. THIS SUMMARY DOES NOT CONSTITUTE ANY LEGAL OR OTHER ADVICE, NOR DOES IT CONSTITUTE A RECOMMENDATION THAT YOU EXERCISE YOUR RIGHTS TO DEMAND APPRAISAL UNDER SECTION 262.

Under Section 262, any stockholder who has not voted in favor of, or consented to, the adoption of the Merger, who continuously holds his, her or its shares of Common Stock through the effective date of the Merger and who otherwise complies fully with the requirements of Section 262 will be entitled to an appraisal of the “fair value” of such shares as determined by the Court.

Under Section 262, where a merger is adopted by stockholders by written consent in lieu of a meeting of stockholders, either the constituent corporation before the effective date of the merger or the surviving or resulting corporation after the merger, within ten days after the effective date of the merger, must notify each stockholder of the constituent corporation entitled to appraisal rights of the approval of the merger and that appraisal rights are available. This Information Statement constitutes notice to holders of Common Stock concerning the availability of appraisal rights under Section 262.

Holders of shares of Common Stock who desire to exercise their appraisal rights must demand in writing an appraisal of such shares no later than 20 days after the date of mailing of this Information Statement, which 20^th day is September 28, 2016. All demands for appraisal pursuant to Section 262 should be addressed to Golden Enterprises, Inc., One Golden Flake Drive, Birmingham, Alabama 35205, Attention: General Counsel. A demand for appraisal must be executed by or for the stockholder of record and must reasonably inform the Company of the identity of the stockholder of record and that such stockholder intends thereby to demand appraisal of the Common Stock.

Only a holder of record of Common Stock is entitled to demand appraisal rights for the shares of Common Stock registered in that holder’s name. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand must be executed by the fiduciary in such capacity. If the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner or owners. If a stockholder holds shares of Common Stock through a broker

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who in turn holds the shares through a central securities depository nominee, a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

A record holder, such as a broker, fiduciary, depositary or other nominee, who holds shares of Common Stock as a nominee for others, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the written demand should set forth the number of shares covered by the demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares of Common Stock outstanding in the name of such record owner.

A person having a beneficial interest in Common Stock held of record in the name of another person, such as a broker, depositary or other nominee, must act promptly to cause the record holder to follow the procedures set forth in Section 262 in a timely manner to perfect any appraisal rights. Stockholders who hold their shares of Common Stock in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers or other nominees to determine the appropriate procedures for the making of a demand for appraisal by such brokers or nominees.

Prior to the Merger or within ten days after the effective date of the Merger, we must provide notice of the effective time of the Merger to all of our stockholders entitled to appraisal rights. If such notice is sent more than 20 days after the sending of this Information Statement, we will only send it to stockholders who are entitled to appraisal rights and who have demanded appraisal in accordance with Section 262.

Within 120 days after the effective date of the Merger, any stockholder who has satisfied the requirements of Section 262 may deliver to us a written demand for a statement listing the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The surviving corporation must mail any such written statement to the stockholder within ten days after the stockholder’s request is received by us or within ten days after the latest date for delivery of a demand for appraisal under Section 262, whichever is later. Notwithstanding the requirement that only a stockholder of record may make a demand for appraisal, a person who is the beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal with the Court or request from the surviving corporation such written statement.

Within 120 days after the effective date of the Merger, either the surviving corporation or any stockholder who has complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition (with a copy thereof served upon the surviving corporation in the case of a petition filed by a stockholder) in the Court demanding a determination of the “fair value” of the shares of Common Stock held by stockholders entitled to appraisal rights and who have compiled with the requirements of Section 262. We have no obligation, and no present intention, to file such a petition. If no petition is filed, appraisal rights will be lost for all stockholders who had previously demanded appraisal of their shares. Accordingly, it is the obligation of the holders of Common Stock to initiate all necessary action to demand and perfect their appraisal rights, and to file any petitions in the Court relating to an appraisal, in respect of such shares of Common Stock within the time prescribed in Section 262.

Upon the filing of a petition for appraisal by a stockholder in accordance with Section 262, service of a copy must be provided to us. Within 20 days after service, we must file in the office of the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by us. The Delaware Register in Chancery, if so ordered by the Court, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to us and to the stockholders shown on the list at the addresses therein stated, and notice will also be given by publishing a notice at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or such publication as the Court deems advisable. The forms of the notices by mail and by publication must be approved by the Court, and the costs thereof will be borne by us. The Court may require the stockholders who have demanded an appraisal for their shares (and who hold stock represented by certificates) to submit their stock certificates to the Delaware Register in Chancery for notation

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of the pendency of the appraisal proceedings, and the Court may dismiss the proceedings as to any stockholder that fails to comply with such direction.

If a petition for an appraisal is filed in a timely fashion, after a hearing on the petition, the Court will determine which stockholders are entitled to appraisal rights and will appraise the shares owned by these stockholders, determining the “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest to be paid, if any, upon the amount determined to be the “fair value.” When the “fair value” is so determined, the Court will direct the payment by the surviving corporation of such value, with interest thereon to be paid in accordance with Section 262 and as the Court so determines, to the stockholders entitled thereto, upon the surrender to the surviving corporation by such stockholders of such shares of Common Stock. Unless the Court, in its discretion, determines otherwise for good cause shown, interest from the effective date of the merger through the date on which the judgment is paid shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment.

In determining the “fair value” of shares, the Court will take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court has stated that such factors include “market value, asset value, dividends, earning prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of the merger and which throw any light on future prospects of the merged corporation.” In Weinberger, the Delaware Supreme Court stated, among other things, that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in an appraisal proceeding and that “[f]air price obviously requires consideration of all relevant factors involving the company.” Section 262 provides that “fair value” is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

The Company’s stockholders considering seeking appraisal of their shares should note that the “fair value” of their shares determined under Section 262 could be more than, the same as or less than the consideration they would have received pursuant to the Merger Agreement if they had not sought appraisal of their shares and that opinions of investment banking firms as to the fairness of the merger consideration, from a financial point of view, are not necessarily opinions as to the “fair value” of the shares to be determined by the Court under Section 262. Moreover, the Company does not anticipate offering more than the Merger Consideration to any stockholder exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of the Common Stock is less than the Merger Consideration. The costs of the appraisal proceeding may be determined by the Court and assessed against the parties as the Court deems equitable under the circumstances. However, costs do not include attorney and expert witness fees. Upon application of a stockholder seeking appraisal, the Court may order that all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares entitled to appraisal. In the absence of an assessment, each party must bear his, her or its own expenses.

Any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after the effective time of the Merger, be entitled to vote for any purpose the shares subject to appraisal or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the effective time of the Merger. At any time within 60 days after the effective date of the Merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw his, her or its demand for appraisal and to accept the terms offered in the Merger Agreement by delivering a written withdrawal of such demand to the surviving corporation. After this 60-day period, a stockholder may withdraw his, her or its demand for

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appraisal and receive payment for his, her or its shares as provided in the Merger Agreement only with our consent. If no petition for appraisal is filed with the Court within 120 days after the effective date of the Merger, stockholders’ rights to appraisal (if available) will cease. Inasmuch as we have no obligation or present intention to file such a petition, any stockholder who desires a petition to be filed is advised to file it on a timely basis. No petition timely filed in the Court demanding appraisal may be dismissed as to any stockholder without the approval of the Court, which approval may be conditioned upon such terms as the Court deems just, except that this provision will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms of the Merger within 60 days after the effective date of the Merger.

Failure by any stockholder to comply fully with the procedures described above and set forth in Section 262 (a copy of which is included as Annex C to this Information Statement) will result in loss of the stockholder’s appraisal rights. If you properly demand appraisal of your shares of Common Stock under Section 262 and you fail to perfect, or effectively withdraw or lose, your right to appraisal, as provided in the DGCL, your shares of Common Stock will be converted into the right to receive the Merger Consideration if the Merger is completed.

If you are considering whether to demand appraisal of the “fair value” of your shares of Common Stock, you are urged to consult your own legal counsel. To the extent there are any inconsistencies between the foregoing summary and Section 262, Section 262 will govern.

MARKET AND DIVIDEND INFORMATION

The Common Stock is traded on NASDAQ under the symbol “GLDC.” The following table sets forth the high and low sale prices for our Common Stock during the periods indicated, as reported by NASDAQ, and the amount of dividends paid per share in each such period.

		Market Price
		High Price				Low Price				Dividend Paid Per Share
Fiscal Year 2017
First quarter (13 weeks ended Sep. 2, 2016)		$	12.44			$	5.46			$	.0338
Fiscal Year 2016 (ended June 3, 2016)
First quarter (13 weeks ended Aug. 28, 2015)		$	4.44			$	3.92			$	.0313
Second quarter (13 weeks ended Nov. 27, 2015)		$	4.95			$	3.86			$	.0338
Third quarter (14 weeks ended March 4, 2016)		$	4.91			$	4.21			$	.0338
Fourth quarter (13 weeks ended June 3, 2016)		$	5.83			$	4.40			$	.0338
Fiscal Year 2015 (ended May 29, 2015)
First quarter (13 weeks ended Aug. 29, 2014)		$	4.84			$	3.86			$	.0313
Second quarter (13 weeks ended Nov. 28, 2014)		$	4.85			$	3.85			$	.0313
Third quarter (13 weeks ended Feb. 27, 2015)		$	4.48			$	3.20			$	.0313
Fourth quarter (13 weeks ended May 29, 2015)		$	4.20			$	3.66			$	.0313

As of July 18, 2016, there were 775 stockholders of record.

The closing sale price of our Common Stock on July 18, 2016, which was the last trading day before the Merger was announced was $7.50 per share, compared to which the per share Merger Consideration to be paid to stockholders in the Merger represents a premium of approximately 60%. On September 2, 2016, the latest practicable trading date before the filing of this Information Statement, the reported closing price for the Common Stock was $11.98.

Under the Merger Agreement, the Company agreed not to declare or pay any dividends on the Common Stock, other than the dividend that we paid on August 3, 2016 to stockholders of record on July 25, 2016.

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MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS (HOUSEHOLDING)

As permitted under the Exchange Act, one copy of this Information Statement will be delivered to two or more stockholders who share an address, unless the Company has received contrary instructions from one or more of such stockholders. This process is commonly referred to as “householding.” The Company will deliver promptly upon written or oral request a separate copy of this Information Statement to a stockholder at a shared address to which a single copy of this Information Statement was delivered. Requests for additional copies of this Information Statement, and requests that in the future separate information statements be sent to stockholders who share an address, should be directed to Golden Enterprises, Inc., One Golden Flake Drive, Birmingham, Alabama 35205, Attention: Patty Townsend, Chief Financial Officer, Vice President & Secretary or by calling (205) 323-6161. In addition, stockholders who share a single address but receive multiple copies of this Information Statement may request that in the future they receive a single copy by contacting the Company at the address and phone number set forth above.

SUBMISSION OF STOCKHOLDER PROPOSALS

If the Merger is completed, the Company does not expect to hold an annual meeting of stockholders in 2016.

If the Merger is not completed, you will continue to be entitled to attend and participate in our annual meetings of stockholders and we will hold a 2016 annual meeting of stockholders, in which case we will provide notice of or otherwise publicly disclose the date on which such 2016 annual meeting will be held. If the 2016 meeting is held, stockholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for our 2016 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act and our Bylaws, as described below.

Stockholder proposals desired to be considered by the Board of Directors for inclusion in the proxy statement and form of proxy for our 2016 annual meeting of stockholders were required to be received by the Company on or before June 3, 2016. Any proposal or nomination for director that a stockholder wishes to propose for consideration at the 2016 annual meeting of stockholders without inclusion in our proxy statement must be submitted in accordance with our Bylaws. Any such proposal must be an appropriate subject for stockholder action under applicable law and must otherwise comply with our Bylaws.

Pursuant to SEC Rule 14a-4(c)(1), if our Secretary receives any stockholder proposal at the address listed above after a reasonable time before we print proxy materials that is intended to be presented at the 2016 annual meeting without inclusion in the proxy statement for the meeting, the proxies designated by the Board will have discretionary authority to vote on such proposal.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Exchange Act. We file reports, proxy statements and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains our reports, proxy and information statements and other information at www.sec.gov.

The Company will provide without charge to each person to whom a copy of this Information Statement has been delivered, copies of documents incorporated by reference into this Information Statement (excluding exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that this Information Statement incorporates) upon written request to Golden Enterprises, Inc., One Golden Flake Drive, Birmingham, Alabama 35205, Attention: Patty Townsend, Chief Financial Officer, Vice President & Secretary, or by calling (205) 323-6161.

Statements contained in this Information Statement, or in any document incorporated in this Information Statement by reference, regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows us to “incorporate by reference” information into this Information Statement. This means that we can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Information Statement. This Information Statement and the information that we later file with the SEC may update and supersede the information incorporated by reference. Similarly, the information that we later file with the SEC may update and supersede the information in this Information Statement. We also incorporate by reference into this Information Statement the following documents filed by us with the SEC under the Exchange Act and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information Statement (provided that we are not incorporating by reference any information furnished to, but not filed with, the SEC):

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this Information Statement.

The information contained in this Information Statement speaks only as of the date indicated on the cover of this Information Statement unless the information specifically indicates that another date applies.

We have not authorized anyone to give you any information or to make any representation about the Merger or the Company that is different from or adds to the information contained in this Information Statement or in the documents we have publicly filed with the SEC. Therefore, if anyone does give you any different or additional information, you should not rely on it.

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ANNEX A
 
EXECUTION COPY

AGREEMENT AND PLAN OF MERGER
 
by and among
 
GOLDEN ENTERPRISES, INC.,
 
a Delaware corporation,
 
and
 
UTZ QUALITY FOODS, INC.,
 
a Pennsylvania corporation,
 
and
 
WESTMINSTER SUB, INC.,
 
a Delaware corporation,
 
Dated as of July 18, 2016

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		Page
ARTICLE I THE MERGER			A-1
Section 1.1 The Merger			A-1
Section 1.2 Closing			A-1
Section 1.3 Effective Time			A-2
Section 1.4 Effects of the Merger			A-2
Section 1.5 Certificate of Incorporation; Bylaws			A-2
Section 1.6 Directors and Officers			A-2
ARTICLE II EFFECT OF THE MERGER ON CAPITAL STOCK			A-2
Section 2.1 Effect of the Merger on Capital Stock			A-2
Section 2.2 Surrender and Payment			A-3
Section 2.3 Dissenting Shares			A-4
Section 2.4 Adjustments			A-4
Section 2.5 Withholding Rights			A-4
Section 2.6 Lost Certificates			A-5
Section 2.7 Treatment of Stock Options			A-5
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-5
Section 3.1 Organization; Standing and Power; Charter Documents; Subsidiaries			A-5
Section 3.2 Capital Structure			A-6
Section 3.3 Authority; Non-contravention; Governmental Consents			A-7
Section 3.4 SEC Filings; Financial Statements; Internal Controls; Sarbanes-Oxley Act			A-9
Section 3.5 Absence of Certain Changes or Events			A-10
Section 3.6 Taxes			A-10
Section 3.7 Intellectual Property			A-12
Section 3.8 Compliance; Permits			A-13
Section 3.9 Litigation			A-13
Section 3.10 Related Party Transactions			A-13
Section 3.11 Employee Matters			A-14
Section 3.12 Real Property and Personal Property Matters			A-16
Section 3.13 Environmental Matters			A-17
Section 3.14 Quality and Safety of Products			A-17
Section 3.15 Material Contracts			A-18
Section 3.16 Customers, Suppliers and Distributors			A-19
Section 3.17 Information Statement			A-19
Section 3.18 Brokers’ and Finders’ Fees			A-19
Section 3.19 Fairness Opinion			A-19
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-20
Section 4.1 Organization			A-20
Section 4.2 Authority; Non-contravention; Governmental Consents			A-20

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		Page
Section 4.3 Information Statement			A-21
Section 4.4 Financial Capability			A-21
Section 4.5 Legal Proceedings			A-21
Section 4.6 Ownership of Company Common Stock			A-21
ARTICLE V COVENANTS			A-21
Section 5.1 Conduct of Business of the Company			A-21
Section 5.2 No Right to Control Other Party’s Business			A-23
Section 5.3 Other Actions			A-23
Section 5.4 Access to Information; Confidentiality			A-23
Section 5.5 No Solicitation			A-23
Section 5.6 Stockholder Consent; Information Statement			A-26
Section 5.7 Notices of Certain Events			A-27
Section 5.8 Employees; Benefit Plans			A-27
Section 5.9 Directors’ and Officers’ Indemnification and Insurance			A-28
Section 5.10 Reasonable Best Efforts			A-29
Section 5.11 Public Announcements			A-31
Section 5.12 Takeover Statutes			A-31
Section 5.13 Rule 16 Matters			A-31
Section 5.14 Due Diligence			A-31
Section 5.15 Further Assurances			A-31
ARTICLE VI CONDITIONS			A-31
Section 6.1 Conditions to Each Party’s Obligation to Effect the Merger			A-31
Section 6.2 Conditions to Obligations of Parent and Merger Sub			A-32
Section 6.3 Conditions to Obligation of the Company			A-32
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER			A-33
Section 7.1 Termination By Mutual Consent			A-33
Section 7.2 Termination By Parent or the Company			A-33
Section 7.3 Termination By Parent			A-33
Section 7.4 Termination By the Company			A-34
Section 7.5 Notice of Termination; Effect of Termination			A-34
Section 7.6 Fees and Expenses			A-34
Section 7.7 Amendment			A-35
Section 7.8 Extension; Waiver			A-35
ARTICLE VIII MISCELLANEOUS			A-35
Section 8.1 Definitions			A-35
Section 8.2 Interpretation; Construction			A-41
Section 8.3 Survival			A-41
Section 8.4 Governing Law			A-41
Section 8.5 Submission to Jurisdiction			A-41

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Section 8.6 Waiver of Jury Trial			A-42
Section 8.7 Notices			A-42
Section 8.8 Entire Agreement			A-43
Section 8.9 No Third Party Beneficiaries			A-43
Section 8.10 Severability			A-43
Section 8.11 Assignment			A-43
Section 8.12 Remedies			A-43
Section 8.13 Specific Performance			A-43
Section 8.14 Counterparts; Effectiveness			A-44

EXHIBITS AND SCHEDULES

Exhibit A		Form of Amended and Restated Certificate of Incorporation of the Surviving Corporation
Exhibit B		Stockholder Consent
Company Disclosure Letter

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of July 18, 2016, by and among Golden Enterprises, Inc., a Delaware corporation (the “Company”), Utz Quality Foods, Inc., a Pennsylvania corporation (“Parent”), and Westminster Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.1 hereof.

RECITALS

WHEREAS, the parties intend that Merger Sub be merged with and into the Company, with the Company surviving that merger on the terms and subject to the conditions set forth herein;

WHEREAS, in the Merger, upon the terms and subject to the conditions of this Agreement, each share of common stock, par value $0.66 2/3 per share, of the Company (the “Company Common Stock”) will be converted into the right to receive the Merger Consideration;

WHEREAS, the Board of Directors of the Company (the “Company Board”) has unanimously (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement with Parent and Merger Sub, (b) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement by the stockholders of the Company;

WHEREAS, the respective Boards of Directors of Parent and Merger Sub have, on the terms and subject to the conditions set forth in this Agreement, unanimously approved and declared advisable this Agreement;

WHEREAS, following the execution and delivery of this Agreement, and as a condition and material inducement to the Parent and the Merger Sub to enter into this Agreement, the Company has agreed to use its best efforts to obtain a written consent from certain stockholders of the Company pursuant to which such stockholders will approve and adopt this Agreement in accordance with Section 251(c) of the DGCL as more particularly set forth in this Agreement; and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the transactions contemplated by this Agreement and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements contained in this Agreement, the parties, intending to be legally bound, agree as follows:

ARTICLE I
THE MERGER

Section 1.1 The Merger.  On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, (a) Merger Sub will merge with and into the Company (the “Merger”), and (b) the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”).

Section 1.2 Closing.  Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) will take place at 10:00 a.m. (CST), as soon as practicable (and, in any event, within three (3) Business Days) after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. The Closing shall be held at the offices of Sirote & Permutt, P.C., 2311 Highland Avenue South, Birmingham, Alabama 35205 (unless another place is agreed to in writing by the parties hereto) or by fax, pdf or other electronic exchange of the signature pages and other deliveries required at the Closing. The actual date of the Closing is hereinafter referred to as the “Closing Date”.

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Section 1.3 Effective Time.  Subject to the provisions of this Agreement, at the Closing, the Company, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon in writing by the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Section 1.4 Effects of the Merger.  The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.

Section 1.5 Certificate of Incorporation; Bylaws.  At the Effective Time, (a) the certificate of incorporation of the Company shall be amended so as to read in its entirety as set forth in Exhibit A attached hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation (except that the name of the corporation shall be “Golden Enterprises, Inc.”) until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.

Section 1.6 Directors and Officers.  The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK

Section 2.1 Effect of the Merger on Capital Stock.  At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company:

(a) Cancellation of Certain Company Common Stock.  Each share of Company Common Stock that is owned by Parent, Merger Sub or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned Subsidiaries will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

(b) Conversion of Company Common Stock.  Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.1(a), and (ii) Dissenting Shares) will be converted into the right to receive $12.00 in cash, without interest (the “Merger Consideration”).

(c) Cancellation of Shares.  At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.3, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.2 hereof.

(d) Conversion of Merger Sub Capital Stock.  Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

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Section 2.2 Surrender and Payment.

(a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the agent for the purpose of exchanging the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Book-Entry Shares”). At the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under Section 2.1(b), Parent shall deposit or shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.

(b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Book-Entry Share upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares. Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 2.3, each such Certificate or Book-Entry Share, as applicable, shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE II, each Certificate or Book-Entry Share so surrendered shall immediately be cancelled.

(c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Book-Entry Share, as applicable, is registered, it shall be a condition to such payment that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(d) All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE II.

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(e) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.2 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

(f) Any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Section 2.3 Dissenting Shares.  Notwithstanding any provision of this Agreement to the contrary, including Section 2.1, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.1(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.1(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

Section 2.4 Adjustments.  Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Section 2.5 Withholding Rights.  Each of the Exchange Agent, Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this ARTICLE II such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Treasury Regulations, or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by the Exchange Agent, Parent, Merger Sub or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Exchange Agent, Parent, Merger Sub or the Surviving Corporation, as the case may be, made such deduction and withholding.

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Section 2.6 Lost Certificates.  If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in a form acceptable to Parent) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate as contemplated under this ARTICLE II.

Section 2.7 Treatment of Stock Options.

(a) The Company shall take all requisite action so that, at the Effective Time, each option to acquire shares of Company Common Stock (each, a “Company Stock Option”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with Section 2.5. The Surviving Corporation will not assume any options to acquire shares of Company Common Stock nor substitute any options to acquire shares of the capital stock of the Surviving Corporation.

(b) At or prior to the Effective Time, the Company, the Company Board, the compensation committee of the Company Board and/or the stock option committee of the Company Board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraphs (a) and (b) of this Section 2.7.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the correspondingly numbered Section of the disclosure letter, dated the date of this Agreement and delivered by the Company to Parent prior to the execution of this Agreement (the “Company Disclosure Letter”), that relates to such Section or in another Section of the Company Disclosure Letter to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section, the Company hereby represents and warrants to Parent and Merger Sub as follows:

Section 3.1 Organization; Standing and Power; Charter Documents; Subsidiaries.

(a) Organization; Standing and Power.  The Company and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of its jurisdiction of organization, and has the requisite corporate, limited liability company or other organizational, as applicable, power and authority to own, lease and operate its assets and to carry on its business as now conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Charter Documents.  The Company has Made Available to Parent a correct and complete copy of the certificate of incorporation (including any certificate of designations), bylaws or like organizational documents, each as amended to date (collectively, the “Charter Documents”), of the Company and each of its Subsidiaries. Neither the Company nor any of its Subsidiaries is in violation of any of the provisions of its Charter Documents.

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(c) Subsidiaries.  Section 3.1(c) of the Company Disclosure Letter lists each of the direct and indirect Subsidiaries of the Company, its place of organization, the owner of each outstanding share of capital stock of each such Subsidiary and the number of shares owned. Each such Subsidiary is wholly-owned by either the Company or a wholly-owned Subsidiary of the Company. All of the outstanding shares of capital stock of, or other equity or voting interests in, each such Subsidiary have been validly issued, were issued free of pre-emptive rights and are fully paid and non-assessable, and are free and clear of all Liens, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interests, except for any Liens imposed by applicable securities Laws. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

Section 3.2 Capital Structure.

(a) Capital Stock.  The authorized capital stock of the Company consists of Thirty-Five Million (35,000,000) shares of Company Common Stock, par value $0.66-2/3 per share. As of the date of this Agreement, (i) 11,291,757 shares of Company Common Stock were issued and outstanding, and (ii) 2,537,036 shares of Company Common Stock were issued and held by the Company in its treasury. All of the outstanding shares of Company Common Stock are duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. No Subsidiary of the Company owns any shares of Company Common Stock.

(b) Stock Options; Awards.

(i) An aggregate of 310,000 shares of Company Common Stock are subject to issuance pursuant to Company Stock Options granted under the Company’s 2014 Long Term Incentive Plan (such plan and the award or other applicable agreements entered into thereunder, in each case as amended through the date hereof, are collectively referred to herein as the “Company Stock Plan”). Section 3.2(b)(i) of the Company Disclosure Letter sets forth a list of each outstanding Company Stock Option granted under the Company Stock Plan and (A) the name of the holder of such Company Stock Option, (B) the number of shares of Company Common Stock subject to such outstanding Company Stock Option, (C) the exercise price of such Company Stock Option, (D) the date on which such Company Stock Option was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Stock Option is vested and exercisable as of the date hereof, and (F) the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plan, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable.

(ii) Except as set forth on Section 3.2(b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Stock Option as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Company Stock Options, there are no outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock, voting securities or other ownership interests of the Company, (B) options, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock, voting securities or other ownership interests of (or securities convertible into or exchangeable for shares of capital stock, voting securities or other ownership interests of) the Company, or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock, voting securities or other ownership interests of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of

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Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock, voting securities or other ownership interests in any Subsidiary of the Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws.

(iii) There are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.

(c) Voting Debt.  No bonds, debentures, notes or other indebtedness issued by the Company or any of its Subsidiaries (i) having the right to vote on any matters on which stockholders or equityholders of the Company or any of its Subsidiaries may vote (or which is convertible into, or exchangeable for, securities having such right), or (ii) the value of which is directly based upon or derived from the capital stock, voting securities or other ownership interests of the Company or any of its Subsidiaries, are issued or outstanding (collectively, “Voting Debt”).

(d) Company Subsidiary Securities.  There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt, capital stock, voting securities or other ownership interests in any Subsidiary of the Company, (ii) options, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt, capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock, voting securities or other ownership interests in) any Subsidiary of the Company, or (iii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or voting securities of, or other ownership interests in, any Subsidiary of the Company, in each case that have been issued by a Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock, voting securities or other ownership interests of such Subsidiaries, being referred to collectively as “Company Subsidiary Securities”).

Section 3.3 Authority; Non-contravention; Governmental Consents.

(a) Authority.  The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors rights generally and by general principles of equity.

(b) Non-contravention.  The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents of the Company or any of its Subsidiaries; (ii) subject to compliance with the requirements set forth in clauses (i) through (v) of Section 3.3(c) and, in the case of the