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New Owners for Vernon Manufacture

Vernon-based frozen-food manufacturer Overhill Farms Inc. announced Thursday it has agreed to be bought by Minneapolis-based Bellisio Foods Inc., the nation’s third-largest producer of frozen entrees, for around $80.9 million in cash.

Under the terms of a definitive merger agreement, Overhill Farms shareholders will receive $5 in cash for each share of Overhill Farms common stock they own, according to an Overhill statement. It said the transaction represents a 26 percent premium over Overhill’s closing stock price on Aug. 13, 2012, before it announced that it was reviewing strategic options, and a 25 percent premium over the common stock’s average closing price during the 60 calendar days ended May 13, 2013, the day before the merger agreement was reached.

Overhill Farms calls itself a value-added supplier of custom high-quality prepared frozen foods for branded retail, private label and food service customers. For the past two years, Bellisio and Overhill Farms have produced and distributed frozen meals under the Boston Market brand through an exclusive co-manufacturing and distribution agreement.

“After conducting an extensive review of potential strategic alternatives, our board concluded that this all-cash transaction was the best path to maximizing value for our shareholders,” said Overhill Farms Chairman and Chief Executive Officer James Rudis.

Rudis said that through the Boston Market venture, “we have seen that Bellisio is a company very similar to ours in terms of their business philosophy, corporate culture, focus on quality and customer service, and their entrepreneurial spirit. … The clear synergies in this transaction will make both companies stronger.”

Overhill did not immediately say what impact, if any, the acquisition by Bellisio would have on jobs locally.

The transaction is expected to close during the fourth quarter of fiscal 2013, subject to approval from Overhill Farms shareholders and regulator