Cal-Maine Foods Inc 8-K, filed May 12, 2021
Cal-Maine Foods Inc (CALM)
8-K
2021-05-12
For: 2021-05-12
View Original
Added on
April 11, 2026
About this 8-K
Cal-Maine Foods Inc filed this 8-K on May 12, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
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FORM
CURRENT REPORT
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☐
Item 8.01. Other Events
On May 12, 2021,
Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing it had reached a definitive
agreement to acquire Rose Acre Farms, Inc.’s 50% membership interest in Red River Valley Egg Farm, LLC. The
acquisition will bring the Company’s total ownership to 100%. A copy of the Company’s press release is attached
hereto as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
99.1
104
Cover Page Interactive Data File, (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CAL-MAINE FOODS, INC.
Date:
May 12, 2021
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
Exhibit 99.1
-END-
Contacts:
Dolph Baker, Chairman and CEO
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS, INC. ACQUIRES REMAINING
INTEREST IN RED RIVER VALLEY EGG FARM LLC
JACKSON, Miss. (May 12, 2021)
—
Company has reached a definitive agreement to purchase the remaining 50 percent membership interest
in Red River Valley Egg Farm, LLC from Rose Acre Farms, Inc. The entity will become a wholly owned
subsidiary of the Company. The purchase price is $48.5 million for the balance of the joint venture’s
membership interests. Red River Valley Egg Farm, LLC owns and operates a specialty shell egg
production complex with approximately 1.7 million laying hens, pullet capacity, feed mill, processing plant,
related offices and outbuildings and related equipment located on approximately 400 acres near Bogata,
Texas. The Company expects to close the transaction by the end of the month, subject to customary
closing conditions.
Commenting on the announcement, Dolph Baker, chairman and chief executive officer of Cal
-
Maine
Foods, Inc., stated, “We have enjoyed a good working relationship with Rose Acre Farms since we formed
this partnership and are pleased to assume full ownership of Red River Valley Egg Farm. When it
commenced operations in 2015, Red River Valley Egg Farm significantly increased the availability of cage-
free and other specialty eggs to meet the growing consumer demand for those products, and we look
forward to continuing to support our valued customers in this important region. Red River Valley Egg Farm’s
experienced management team will remain in place and be integrated into Cal-Maine’s already deep roots
in Texas. We believe this transaction will offer us additional opportunities to expand our production capacity
and to meet the anticipated growing demand for cage-free and specialty eggs.”
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. 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.