Cal-Maine Foods Announces Proposed Secondary Offering of Common Stock

Cal-Maine Foods, Inc. (NASDAQ: CALM) today announced an underwritten public offering of 6,000,000 shares of its common stock by Jean Reed Adams, the wife of the Company’s late founder, Fred R. Adams, Jr. (“Mr. Adams”), and a trust of which the four daughters of Mr. Adams, Luanne Adams, Nancy Adams Briggs, Laurel Adams Krodel, and Dinnette Adams Baker, are beneficiaries (collectively, the “Selling Stockholders”), subject to market conditions and other factors. The Selling Stockholders are also expected to grant the underwriters of the offering an option to purchase within 30 days up to an additional 900,000 shares or common stock, if any.

BofA Securities is acting as lead book-running manager and representative of the underwriters for the offering. Stephens Inc. is also acting as a book-running manager for the offering. The Company is not selling any shares of common stock in the offering, and the Company will not receive any proceeds from the offering by the Selling Stockholders. The Selling Stockholders have informed the Company that they are selling the above shares to pay estate taxes resulting from the passing of Mr. Adams and to generate liquidity.

A registration statement (including prospectus) relating to these securities was filed with and declared effective by the Securities and Exchange Commission (the “SEC”). Information about the offering is available in the preliminary prospectus supplement filed by the Company with the SEC today. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com.

The offering of these securities is being made solely by means of a prospectus supplement and the accompanying prospectus. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packing and sale of fresh shell eggs, including conventional, cage-free, organic and nutritionally enhanced eggs. The Company, which is headquartered in Jackson, Mississippi, is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of its shell eggs in states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States.

Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on management’s current intent, belief, expectations, estimates and projections regarding our company and our industry. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and may be beyond our control. The factors that could cause actual results to differ materially from those projected in the forward-looking statements include, among others, (i) the risk factors set forth in the Company’s SEC filings (including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), (ii) the risks and hazards inherent in the shell egg business (including disease, pests, weather conditions and potential for recall), (iii) changes in the demand for and market prices of shell eggs and feed costs, (iv) our ability to predict and meet demand for cage-free and other specialty eggs, (v) risks, changes or obligations that could result from our future acquisition of new flocks or businesses and risks or changes that may cause conditions to completing a pending acquisition not to be met, (vi) risks relating to the evolving COVID-19 pandemic, and (vii) adverse results in pending litigation matters. In addition, the Company continues to assess the impact of the recently enacted federal tax reform legislation on its business and consolidated financial statements. SEC filings may be obtained from the SEC or the Company’s website, www.calmainefoods.com. Readers are cautioned not to place undue reliance on forward-looking statements because, while we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. Further, the forward-looking statements included herein are only made as of the respective dates thereof, or if no date is stated, as of the date hereof. Except as otherwise required by law, we disclaim any intent or obligation to publicly update these forward-looking statements, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20200817005642/en/