OFI Overhill Farms, Inc.

ITEM 3 — APPROVE AN ADJOURNMENT OR POSTPONEMENT OF THE

SPECIAL MEETING, IF NECESSARY, TO PERMIT

FURTHER SOLICITATION OF PROXIES

Stockholders may be asked to vote on a proposal to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger agreement.

The Board unanimously recommends that stockholders vote FOR a proposal to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger agreement.

If you return a properly executed proxy card but do not indicate instructions on your proxy card, your shares of Overhill common stock represented by such proxy card will be voted FOR a proposal to adjourn or postpone the special meeting, if necessary.

Stockholder Vote Required to Adopt the Proposals at the Special Meeting

Approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of Overhill common stock outstanding and entitled to vote at the special meeting. Bellisio owns no shares of Overhill common stock entitled to vote at the special meeting. All of Overhill’s directors and executive officers, who collectively own approximately 9.5% of the shares of Overhill common stock entitled to vote at the special meeting, have informed Overhill that they currently intend to vote all of their shares of Overhill common stock FOR the approval and adoption of the merger agreement.

In connection with the transactions contemplated by the merger agreement, Bellisio entered into separate voting agreements with two of Overhill’s largest stockholders, Hotchkis and Lord, Abbett, to, among other things, vote their respective shares of Overhill common stock over which they hold the power to vote in favor of the merger, with certain limited exceptions. Hotchkis and Lord, Abbett held the power to vote approximately 6.6% and 7.4%, respectively, of the total outstanding shares of Overhill common stock as of their most recent filings with the SEC available as of the date of this proxy statement. See “Voting Agreements” beginning on page 71.

Abstentions and shares not in attendance at the special meeting will have the same effect as a vote AGAINST the proposal to approve and adopt the merger agreement. An abstention occurs when a stockholder marks a proxy card to abstain from voting for or against a proposal.

The approval, on a non-binding advisory basis, of the merger-related named executive officer compensation proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Overhill common stock present or represented by proxy at the special meeting entitled to vote on the proposal. Abstentions and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the merger-related named executive officer compensation proposal.

Whether or not a quorum is present, a proposal to approve an adjournment or postponement of the special meeting requires the affirmative vote of holders of a majority of the shares of Overhill common stock present or represented by proxy at the special meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote AGAINST a proposal to adjourn or postpone the special meeting, but shares not in attendance at the special meeting will have no effect on the outcome of any vote on a proposal to adjourn or postpone the special meeting.

Because brokers and banks holding shares of Overhill common stock in “street name” may vote your shares of Overhill common stock at the special meeting only if you provide instructions on how to vote, your failure to

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provide instructions will result in your shares not being present at the special meeting and not being voted on any proposal. Consequently, there cannot be any broker non-votes occurring in connection with any of the proposals at the special meeting.

Voting and Proxies

Stockholders have a choice of voting by proxy over the Internet, by using a toll-free telephone number or by completing a proxy card and mailing it in the postage-paid envelope provided. Please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available to you. Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible. The Internet and telephone voting facilities for stockholders of record will close at 11:59 p.m. Eastern Time on August 5, 2013.

If you submit your proxy through use of the Internet or by telephone voting procedures or by returning your signed proxy card, but do not include “ FOR ,” “ AGAINST ” or “ ABSTAIN ” on a proposal to be voted, your shares will be voted in favor of that proposal. If you indicate “ ABSTAIN ” on the proposal to approve and adopt the merger agreement or the proposal to adjourn or postpone the special meeting, it will have the same effect as a vote “ AGAINST ” that proposal. If you indicate “ ABSTAIN ” on the merger-related named executive officer compensation proposal, it will have no effect on the outcome of the vote on that proposal.

If your shares are held by a bank or broker, you must follow the voting instructions provided to you by the bank or broker. Unless you give your bank or broker instructions on how to vote your shares, your bank or broker will not be able to vote your shares on any of the proposals.

If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the bank, broker or other holder of record to be able to vote at the special meeting.

If a stockholder does not submit a proxy or otherwise vote his or her shares of Overhill common stock in any of the ways described above, it will have the same effect as a vote “ AGAINST ” the proposal to approve and adopt the merger agreement, but will have no effect on the merger-related named executive officer compensation proposal and the proposal to adjourn or postpone the special meeting, if necessary.

Stockholders should not send in their stock certificates with their proxy cards. A letter of transmittal with instructions for the surrender of certificates representing shares of Overhill common stock will be mailed to stockholders if the merger is completed.

Revocation of Proxies

Any proxy given by an Overhill stockholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

Solicitation Costs

Overhill is soliciting the enclosed proxy card on behalf of the Board. In addition to solicitation by mail, Overhill’s directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

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Overhill will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of Overhill common stock held of record by such nominee holders. Overhill will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Exchange of Stock Certificates

Overhill’s stockholders should not send stock certificates with their proxies. Separate transmittal documents for the surrender of shares of Overhill common stock in exchange for the merger consideration will be mailed to its stockholders promptly following the effective date of the merger. See “The Merger Agreement — Payment for Shares” beginning on page 52.

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THE MERGER

The discussion in this proxy statement of the merger and the principal terms of the merger agreement is subject to, and is qualified in its entirety by reference to, the merger agreement, a copy of which is attached to this proxy statement as Annex A . You should read the entire merger agreement carefully.

Background of the Merger

As part of their ongoing oversight and management of Overhill’s business, the Board and senior management of Overhill regularly review strategic alternatives available to Overhill and assess takeover preparedness. In connection with these reviews and assessments, the Board and senior management enlist the assistance of financial advisors and outside legal counsel.

In 2011, in connection with its collaborative arrangement with Bellisio regarding Boston Market products, Overhill considered acquiring Bellisio. Overhill, through its longstanding relationship with its commercial bank, engaged the bank’s investment banking division in connection with the potential transaction. Confidentiality agreements were entered into with several parties as potential acquisition partners and/or financing sources, including between Overhill and Bellisio. Ultimately, the Bellisio acquisition opportunity was put out to bid, and was won by Centre Partners Management, LLC, which is referred to as Centre. However, Overhill remained involved with Bellisio via the collaborative arrangement and also continued to stay in touch with the investment banking division of its bank as a potential financial advisor in connection with future transactions.

On Wednesday, March 7, 2012, Mr. James Rudis, Chief Executive Officer and Chairman of the Board of Overhill, was contacted by a senior executive of a private equity firm, which is referred to as Suitor 1. During the course of their discussions, Suitor 1’s senior executive, on an unsolicited basis, indicated to Mr. Rudis that Suitor 1 might be interested in acquiring Overhill. Mr. Rudis indicated a willingness to participate in future discussions.

On Thursday, March 15, 2012, Mr. Rudis participated in a conference call with executives of Bellisio to discuss the existing collaborative relationship between Overhill and Bellisio regarding the co-manufacture, sale and distribution of Boston Market products and, more specifically, to discuss alternative structures to the current agreement between Overhill and Bellisio. During the course of their discussions, Bellisio’s senior executives, on an unsolicited basis, indicated to Mr. Rudis that Bellisio may be interested in acquiring Overhill. The parties also discussed various acquisition alternatives including selling Overhill’s license to manufacture and distribute products under the Boston Market brand or creating a joint venture between Overhill and Bellisio.

On Tuesday, March 27, 2012, a senior executive of another private equity firm visited Overhill’s facilities in Vernon, California and an employee of Overhill gave the executive a tour of the facilities. Mr. Rudis had a business relationship with the executive from past dealings and the two kept in touch and had lunch from time to time. The private equity firm would later act in concert with Suitor 1, in connection with a proposal by Suitor 1 to acquire Overhill.

During March 2012, Overhill was introduced by the investment banking division of its commercial bank to senior executives of another entity engaged in a business similar to Overhill, which is referred to as Suitor 2. Mr. Rudis spoke over the phone with a senior executive of Suitor 2 and, during this phone conversation, on an unsolicited basis, the executive indicated to Mr. Rudis that Suitor 2 may be interested in acquiring Overhill. From Wednesday, March 28, 2012 through Friday, March 30, 2012, senior executives of Suitor 2 visited Overhill’s facilities in Vernon, California and met with Mr. Rudis. During the visit, the parties discussed possible synergies between the two companies and the general future plans of Overhill.

On Thursday, April 12, 2012, Mr. Rudis and one of Bellisio’s senior executives participated in a telephone call during which they discussed, among other things, Bellisio’s earlier indication of interest to acquire Overhill and general pricing terms with respect to a possible acquisition. Overhill and Bellisio had previously entered into a mutual confidentiality agreement on February 9, 2011 in connection with Overhill’s exploration of a potential acquisition of Bellisio in 2011, and which remained in effect.

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On Friday, May 11, 2012, Mr. Rudis called an informal meeting of the Board, whereat Mr. Rudis informed the Board of his conversations with Suitor 1, Suitor 2 and Bellisio. The Board agreed that Mr. Rudis should continue to pursue discussions with all three potential acquirers and agreed that Overhill should consider any and all reasonable offers, as well as other transactions that might enhance stockholder value.

On Friday, May 25, 2012, the Board convened an informal meeting to discuss Suitor 1, Suitor 2 and Bellisio, as well as considerations in connection with a potential sale of Overhill. Overhill’s outside counsel participated in the meeting and advised the Board regarding its fiduciary duties and legal obligations to Overhill and its stockholders in considering a potential sale of Overhill.

On Tuesday, May 29, 2012, the Board convened an informal meeting to continue its discussion concerning a potential sale of Overhill, as well as other alternatives to enhance stockholder value, including the possibility of a stock buy-back program, accretive acquisitions, joint ventures and going-private scenarios. Overhill’s outside counsel was present at the meeting.

On Wednesday, June 6, 2012, the Board convened a special meeting to discuss Suitor 2’s interest in acquiring Overhill. The Board determined that Mr. Rudis should engage in further discussions with Suitor 2 regarding a potential sale of Overhill.

On Friday, June 8, 2012, Mr. Rudis traveled to New Jersey to meet with executives of one of Overhill’s largest stockholders, Lord, Abbett. Prior to any discussions, Lord, Abbett entered into a Regulation FD non-disclosure and standstill agreement. Mr. Rudis and Lord, Abbett’s executives then discussed certain recent events, including the indications of interest that Overhill received from Suitor 1, Suitor 2 and Bellisio. Lord, Abbett provided input on the type of transactions and valuation ranges that would be acceptable to them. As discussed under “Voting Agreements” beginning on page 71, Lord, Abbett has entered into a voting agreement to, among other things, vote its shares of Overhill common stock over which it holds the power to vote in favor of the merger, with certain limited exceptions.

On Monday, June 18, 2012, Mr. Rudis travelled to Minneapolis, Minnesota to have dinner with Bellisio’s executives to discuss Bellisio’s interest in acquiring Overhill. The following day, Mr. Rudis continued discussions with Bellisio’s executives in Minneapolis, including the possibility of Overhill entering into a joint venture with Bellisio regarding the manufacture and distribution of Boston Market products if the parties were unable to reach agreement on an acquisition by Bellisio of the entire Overhill business.

On Tuesday, June 19, 2012, Mr. Rudis received a non-binding written indication of interest from Suitor 2 to acquire Overhill for $5.50 per share in cash subject to, among other things, confirmatory due diligence, Overhill not engaging a broker, and negotiation of definitive transaction documents. Mr. Rudis transmitted Suitor 2’s non-binding written indication of interest to the Board.

Also on Tuesday, June 19, 2012, Overhill’s counsel had a telephone conversation with a managing director of a potential candidate, which is referred to as Candidate 1, to act as Overhill’s financial advisor in connection with stockholder value enhancement alternatives. Overhill’s counsel and the managing director discussed advisory and fairness opinion services offered by Candidate 1.

On Wednesday, June 20, 2012, Mr. Rudis met with a managing director of Candidate 1 to discuss stockholder value enhancement alternatives and fairness opinions. Also on that day, Mr. Rudis met with a managing director of Piper Jaffray to discuss the possible engagement of Piper Jaffray to assist the Board in its evaluation of stockholder value enhancement alternatives and the capabilities of Piper Jaffray to provide the Board an opinion as to the fairness of transaction consideration should the Board determine to pursue a transaction. Mr. Rudis emphasized that he had direction from the Board to consider any and all reasonable offers, in addition to the option of Overhill remaining independent, and Overhill was not committed to any suitors thus far.

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Later in the evening of June 20, 2012, Mr. Rudis had dinner in Los Angeles, California with Suitor 2’s executives to continue discussions regarding Suitor 2’s potential acquisition of Overhill. In particular, the parties discussed the operations of Overhill in order to determine the potential synergies that could be realized in an acquisition or joint venture.

On Thursday, June 21, 2012, certain of Suitor 2’s executives visited Overhill’s facilities in Vernon, California and continued acquisition discussions. In particular, Suitor 2 wanted to tour the facilities to follow up on the operational discussions with Mr. Rudis on the evening of June 20, 2012 and to perform preliminary operational due diligence.

On Friday, June 22, 2012, Mr. Rudis received from Bellisio a non-binding written indication of interest to acquire Overhill for $5.75 per share in cash, subject to, among other things, confirmatory due diligence and negotiation of definitive transaction agreements, but was not subject to a financing condition. Mr. Rudis transmitted Bellisio’s non-binding written indication of interest to the Board.

Later on June 22, 2012, the Board convened an informal meeting to discuss recent developments with respect to potential suitors, as well as the potential engagement of a financial advisor. The Board discussed three potential candidates that could act as Overhill’s financial advisor, which included Piper Jaffray, the investment banking division of Overhill’s commercial bank, and Candidate 1. The Board discussed, among other things, Piper Jaffray’s food and beverage expertise and experience, as well as its existing knowledge of Overhill’s business. After considering the qualifications, experience, and independence of each financial advisor candidate, the Board informally authorized Mr. Rudis to continue discussions with such candidates regarding a potential engagement to act as Overhill’s financial adviser.

On Monday, June 25, 2012, certain of Bellisio’s executives and executives of Centre, the controlling stockholder of Bellisio, visited Overhill’s facilities in Vernon, California to perform financial due diligence.

Also on Monday, June 25, 2012, Overhill’s counsel and a managing director of Candidate 1 continued discussions regarding Candidate 1’s interest in acting as financial advisor to Overhill.

On Tuesday, June 26, 2012, Mr. Rudis met with a managing director of Piper Jaffray. They further discussed Piper Jaffray’s potential engagement to assist the Board in its evaluation of stockholder value enhancement alternatives. Mr. Rudis and the managing director discussed the merits of exploring additional opportunities, in addition to the consideration of remaining independent, before accepting an offer from any of the three suitors or from any other party.

Later in the day on June 26, 2012, certain of Bellisio’s executives met with executives at Overhill and toured Overhill’s facilities. Bellisio inspected Overhill’s facilities in connection with the existing collaborative relationship between Overhill and Bellisio regarding the co-manufacture, sale and distribution of Boston Market products. Mr. Rudis also met with certain of Bellisio’s executives to discuss Bellisio’s potential acquisition of Overhill.

On Thursday, July 12, 2012, Mr. Rudis received from Suitor 1 a non-binding indication of interest to acquire Overhill for $6.00 per share in cash, subject to, among other things, confirmatory due diligence, negotiation of definitive transaction documents and arrangement of debt and equity financing.

On Friday, July 13, 2012, Mr. Rudis transmitted to the Board the non-binding indication of interest received from Suitor 1 regarding Suitor 1’s potential acquisition of Overhill.

On Monday, July 16, 2012, the Board convened an informal meeting to discuss the written, non-binding indications of interest received from each of Bellisio, Suitor 1 and Suitor 2.

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On Thursday, July 26, 2012, Mr. Rudis met with a managing director of Piper Jaffray in New York to once again discuss the potential engagement of Piper Jaffray to assist the Board in its evaluation of stockholder value enhancement alternatives.

On Wednesday, August 1, 2012, Mr. Rudis met with one of Bellisio’s executives in New York to discuss Bellisio’s interest in acquiring Overhill including, among other things, Bellisio’s proposed terms set forth in the non-binding indication of interest previously received by Mr. Rudis from Bellisio on June 22, 2012.

On Monday, August 13, 2012, following several weeks of negotiations and discussions with Piper Jaffray, the investment banking division of Overhill’s commercial bank, and Candidate 1, Overhill entered into an engagement agreement with Piper Jaffray setting forth the terms and conditions on which Piper Jaffray would act as Overhill’s financial advisor in a possible transaction involving the transfer or exchange of 50% or more of Overhill’s capital stock or assets. That day, Overhill issued a press release stating that Overhill intended to explore strategic alternatives and that Overhill had engaged Piper Jaffray to act as financial advisor to advise Overhill with regard to evaluating strategic alternatives to maximize stockholder value.

Following the formal engagement of Piper Jaffray, Piper Jaffray began to assist Overhill’s management in its response to preliminary due diligence requests from Bellisio and Suitor 1. Piper Jaffray assisted Overhill’s management in its preparation of a confidential information memorandum regarding Overhill’s business to be used in connection with Piper Jaffray’s efforts to solicit interest from additional third parties in a possible business combination transaction with Overhill.

On Tuesday, August 14, 2012, Mr. Rudis met in Los Angeles with executives of another one of Overhill’s largest stockholders, Hotchkis. Prior to any discussions, Hotchkis entered into a Regulation FD non-disclosure and standstill agreement. Mr. Rudis and Hotchkis executives then discussed certain recent events, including the indications of interest that Overhill received from Suitor 1, Suitor 2 and Bellisio. As discussed under “Voting Agreements” beginning on page 71, Hotchkis has entered into a voting agreement to, among other things, vote its shares of Overhill common stock over which it holds the power to vote in favor of the merger, with certain limited exceptions.

On Tuesday, August 21, 2012, Mr. Rudis met with an executive of another entity engaged in a business similar to Overhill’s business, which is referred to as Target 1. Mr. Rudis had previously received the executive’s contact information in June 2011 from Piper Jaffray in connection with a sale process by Target 1 that had gone dormant in 2011. Mr. Rudis and the executive discussed Overhill’s potential interest in acquiring Target 1. Overhill and Target 1 discussed Target 1’s performance and projections.

On Tuesday, August 28, 2012, Mr. Rudis participated in a telephone call with an executive of a private equity firm, which is referred to as Suitor 3. Mr. Rudis and the executive discussed Suitor 3’s potential interest in acquiring Overhill. Suitor 3 was introduced to Overhill through the investment banking division of Overhill’s commercial bank. Suitor 3 expressed a potential desire to acquire Overhill as part of its portfolio. However, in the course of further discussions Suitor 3 indicated to Overhill that Overhill was not a good fit based on Suitor 3’s existing portfolio.

On Wednesday, August 29, 2012, Mr. Rudis spoke with an executive of a private equity firm regarding the private equity firm’s potential interest in a potential business combination with one of its portfolio companies, which is referred to as Target 2. Overhill and Target 2 agreed to exchange financial information.

On Wednesday, September 26, 2012, Mr. Rudis and other Overhill executives participated in a conference call with Suitor 1, in which Suitor 1 expressed concerns about obtaining financing to acquire Overhill. Later that day, Mr. Rudis and other Overhill executives participated in a conference call with Piper Jaffray regarding existing indications of interest and Piper Jaffray’s solicitation efforts. These discussions between Piper Jaffray and Overhill executives included consideration of possible transactions with Bellisio and Target 2. At this time, a possible transaction with Target 2 was anticipated to be an acquisition by Overhill, whereas a transaction with

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Bellisio presented three possible opportunities: (i) a sale of the entire Overhill business, (ii) a sale of Overhill’s rights in the Boston Market brand or (iii) a joint venture between Overhill and Bellisio. Overhill executives also considered the potential benefits and disadvantages associated with Overhill remaining independent.

On Wednesday, October 3, 2012, Mr. Rudis participated in another conference call with Piper Jaffray regarding various existing indications of interest. Mr. Rudis and Piper Jaffray also discussed the possibility of restructuring the Boston Market co-manufacturing, sale and distribution agreement between Bellisio and Overhill, as well as the possibility of allowing the current license arrangement with Bellisio to expire by its terms and for Overhill to internally perform all of the Boston Market licensed business as a potential means to increase the value of Overhill remaining independent. However, with respect to the second of these alternatives, after Mr. Rudis’s subsequent internal discussions with Overhill management, it was determined that performing all of the Boston Market licensed business internally was unlikely to be materially accretive due to the low profit margins historically associated with that line of Overhill’s business and the material infrastructure, personnel and logistical requirements necessary for Overhill to perform all of the Boston Market business internally.

On Monday, October 8, 2012, Piper Jaffray, on behalf of Overhill, delivered to Bellisio non-public financial information prepared by Overhill’s management relating to Overhill’s projected performance for fiscal years 2012 and 2013. These projections are more fully described below under “— Certain Financial Information” beginning on page 42.

On Tuesday, October 9, 2012, Mr. Rudis participated in a conference call with Piper Jaffray and executives of Bellisio and Centre to discuss Bellisio’s potential acquisition of Overhill. In particular, the parties discussed the timing of certain due diligence items.

On Tuesday, October 16, 2012, Piper Jaffray, on behalf of Overhill, delivered to Bellisio additional non-public financial information prepared by Overhill’s management concerning Overhill, which broke down, on a month-by-month basis, Overhill’s projected performance for fiscal years 2012 and 2013 that was previously provided to Bellisio on an annualized basis on October 8, 2012.

Overhill and Piper Jaffray, on a collaborative basis, identified various third parties with which a business combination could potentially maximize value for Overhill’s stockholders. Overhill and Piper Jaffray drew upon their respective industry knowledge and contacts in identifying those parties. In addition, Piper Jaffray and Overhill were contacted by certain parties that became aware of Overhill’s intentions to explore strategic alternatives by virtue of the press release issued by Overhill on August 13, 2012. Based on the foregoing, parties indicating a continuing interest in a potential business combination transaction with Overhill were requested to execute confidentiality agreements with Overhill.

Ultimately, in addition to Bellisio, Suitor 1 and the controlling stockholder of Target 2, ten financial sponsors (five that held strategic portfolio companies and five with no existing portfolio companies in Overhill’s industry), and three strategic acquirers entered into confidentiality agreements with Overhill regarding a potential business combination transaction with Overhill (including an interested party that contacted Piper Jaffray in January 2013 and is described further below). All of the confidentiality agreements, including those entered into with Suitor 1, Bellisio and the controlling stockholder of Target 2, contained customary obligations to return all of Overhill’s confidential information upon Overhill’s request. Other than the mutual confidentiality agreement entered into with Bellisio on February 9, 2011, all of the confidentiality agreements contained customary one year standstill obligations. Suitor 2 determined not to execute a confidentiality agreement and not to further pursue a transaction in light of the public disclosure of Overhill’s intentions to explore strategic alternatives and engagement of Piper Jaffray contained in the press release issued on August 13, 2012.

During the period from October 17, 2012 through November 15, 2012, Piper Jaffray distributed the confidential information memorandum to the parties that had by that time executed confidentiality agreements. Piper Jaffray instructed interested parties to submit preliminary bids by November 15, 2012.

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On Monday, October 29, 2012, Piper Jaffray received and transmitted to Mr. Rudis a revised written, non-binding indication of interest from Bellisio reducing its offer price from $5.75 per share to $5.20 per share in cash. Piper Jaffray and Mr. Rudis later discussed the proposals contained therein. Bellisio advised Piper Jaffray that the reduction in price was based on Bellisio’s receipt of the projected financial information on October 8, 2012, that indicated Overhill’s EBITDA for the 2012 fiscal year and projected EBITDA for the 2013 fiscal year would be lower than previously anticipated.

On Monday, November 5, 2012, Mr. Rudis had a telephone conference with one of Suitor 1’s executives regarding Suitor 1’s potential interest in acquiring Overhill. During this meeting, Suitor 1 expressed that it did not expect that it would be able to obtain the financing necessary to acquire Overhill. Suitor 1 was directed to furnish a credible indication of interest by the November 15, 2012 bid deadline date. Suitor 1 did not do so, and ultimately Overhill did not pursue any further discussions with Suitor 1.

On Tuesday, November 6, 2012, the Board convened an informal meeting to discuss the non-binding written proposal from Bellisio dated October 29, 2012, regarding Bellisio’s potential acquisition of Overhill for $5.20 per share of Overhill common stock.

On Monday, November 12, 2012, Mr. Rudis met with executives of Target 2’s controlling stockholder at Overhill’s facilities in Vernon, California. Mr. Rudis and the executives discussed a potential stock for stock combination of Overhill with Target 2 and possible synergies of, and potential relative contributions to, such a combination.

By or around November 15, 2012, the date set for receipt of preliminary bids from interested parties receiving the confidential information memorandum, based on interactions by Piper and Overhill with these parties, no party other than Target 2 and Bellisio had indicated any further interest in or ability to effect a business combination transaction with Overhill.

On Friday, November 16, 2012, Piper Jaffray transmitted to Mr. Rudis a non-binding indication of interest from Target 2’s controlling stockholder whereby Overhill and Target 2 would combine in a stock-for-stock merger. Piper Jaffray and Mr. Rudis later discussed the proposal, including the financial analysis provided by Target 2’s controlling stockholder with respect to the transaction.

On Tuesday, November 20, 2012, Mr. Rudis met with executives of Centre at Overhill’s facilities in Vernon, California, at which time they discussed Centre’s interest in Bellisio’s proposed acquisition of Overhill. The parties focused on Centre’s due diligence requests and discussed the mechanics of an acquisition. The parties discussed the three previously discussed options, which included (i) a sale of the entire Overhill business, (ii) a sale of Overhill’s rights in the Boston Market brand or (iii) a joint venture between Overhill and Bellisio. Following that discussion, the parties agreed to move forward with a complete acquisition of Overhill primarily due to Bellisio’s statements that it would not be inclined to proceed with the other transaction structures.

On Tuesday, November 27, 2012, the Board convened an informal meeting to discuss the potential stock-for-stock merger with Target 2.

On Wednesday, November 28, 2012, Mr. Rudis participated in a conference call with executives of Target 2’s controlling stockholder to discuss the potential acquisition of Target 2 in a stock-for-stock merger. The parties were unable to reach a preliminary understanding regarding how to value their relative contributions to a combined entity. Among other things, Target 2’s controlling stockholder insisted that the relative contributions of Overhill and Target 2 be valued based solely upon EBITDA, and Overhill’s management determined that valuing Overhill’s relative contribution on that basis would not maximize stockholder value.

On Thursday, November 29, 2012, following further negotiations and discussions with Overhill and Piper Jaffray, Bellisio sent a revised non-binding written offer to Overhill increasing its offer price from $5.20 per share to $5.50 per share in cash.

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On Monday, December 3, 2012, the Board convened a special meeting to discuss the proposed combination with Target 2 in a stock-for-stock merger and Bellisio’s proposal to acquire Overhill for $5.50 per share in cash. In addition, the Board discussed the potential acquisition of Target 1 by Overhill, including whether this acquisition, as well as the potential merger with Target 2, would be accretive. The Board determined that an acquisition of Target 1 would not be accretive and therefore Overhill should not actively pursue the potential transaction any further. In addition, after considering the inability of Target 2’s controlling stockholder and Overhill to come to a preliminary understanding on the relative contributions of Target 2 and Overhill to a combined entity, the Board determined that a transaction with Target 2 no longer represented a viable alternative for maximizing stockholder value and instructed Mr. Rudis to discontinue discussions with Target 2’s controlling stockholder.

On Tuesday, December 4, 2012, Mr. Rudis participated in a conference call with certain executives of Hotchkis regarding the status of Overhill’s stockholder value enhancement strategies. Prior to any discussions, Hotchkis acknowledged its obligations under the previously executed Regulation FD non-disclosure and standstill agreement. Mr. Rudis informed the executives that Bellisio’s offer price of $5.50 per share was the only offer received (and not withdrawn), other than the offer from Target 2’s controlling stockholder’s to cause Target 2 to enter into a stock-for-stock merger with Overhill, which the Board had decided not to actively pursue. Also on December 4, 2012, Bellisio submitted a comprehensive due diligence request list to Overhill.

Later on Tuesday, December 4, 2012, the Board convened an informal meeting to discuss indications of interest received to date and recent developments in the contemplated sale transaction.

On Tuesday, January 8, 2013, Bellisio’s counsel delivered a draft merger agreement to Overhill’s counsel.

One party that had not been involved in the initial Piper Jaffray solicitation process contacted Piper Jaffray following the November 15, 2012 bid deadline. That party entered into a confidentiality agreement with Overhill and subsequently received a confidential information memorandum on January 18, 2013. That party, a financial sponsor with a strategic portfolio company, later advised Piper Jaffray that it was not interested in pursuing a business combination transaction with Overhill based on price and strategic fit considerations.

On Tuesday, February 5, 2013, the Board convened a special meeting to discuss, among other things, certain proposals made by Bellisio, including a possible acquisition by Bellisio of (i) the Boston Market brand or (ii) the entire Overhill business. Overhill’s counsel participated in the meeting. The Board determined that Mr. Rudis should continue exploring all proposals that could enhance stockholder value.

On Wednesday, February 6, 2013, Piper Jaffray, on behalf of Overhill, furnished to Bellisio revised financial forecasts prepared by Overhill’s management, which estimated that Overhill’s unadjusted EBITDA for the 2013 fiscal year would be $2,200,000 less than the prior forecast provided on October 8, 2012. These projections are more fully described below under “— Certain Financial Information” beginning on page 42.

On Wednesday, February 13, 2013, Overhill issued a press release announcing earnings for the fiscal quarter ended December 30, 2012. The press release reported a 25.5% decline in gross profits as compared against the same period from the prior year, due largely to an unfavorable shift in product mix, less favorable commodity prices and increased freight and storage expense.

Also on Wednesday, February 13, 2013, Mr. Rudis met with Overhill’s commercial bank to discuss the possibility of a management going-private plan as a potential alternative to maximize value to Overhill’s stockholders, which plan would require the bank to provide $25,000,000 of financing and Overhill to sell Overhill’s license in the Boston Market brand to Bellisio.

On Thursday, February 14, 2013, the Board convened an informal meeting to review the sale process, recent developments and the possibility of a management going-private plan. The Board also generally discussed Overhill’s performance erosion, concerns over Overhill’s financial outlook and the impact of those factors on the

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likely value to be received by Overhill’s stockholders if Overhill remained independent. In connection with this discussion, the Board noted Overhill’s significant underperformance during its first quarter of fiscal 2013 compared to the fiscal 2013 projections prepared by Overhill’s management that were provided to Bellisio on October 8, 2012.

On Wednesday, February 20, 2013, Mr. Rudis received a revised non-binding written offer letter from Bellisio, reducing the per share purchase price from $5.50 to $5.00. The letter indicated that the purchase price reduction was based on Overhill’s recent financial performance and the revised financial forecasts provided on February 6, 2013. Because Bellisio’s $5.00 per share offer was the only bid received (and not withdrawn) in the solicitation process undertaken by Piper Jaffray on Overhill’s behalf, and because of Overhill’s continued performance erosion, Overhill began to further explore the possibility of a management going-private plan to potentially maximize value to Overhill’s stockholders. Overhill later discussed with Bellisio the possibility of selling Bellisio only Overhill’s rights in the Boston Market brand as an alternative to Bellisio’s existing offer of $5.00 per share.

On Thursday, February 21, 2013, the Board convened an informal meeting to discuss Bellisio’s revised written offer to acquire Overhill. The Board also discussed potential issues in connection with a potential joint venture between Overhill and Bellisio.

On Thursday, February 28, 2013, Mr. Rudis met with Bellisio’s executives in Minnesota to discuss Bellisio’s potential acquisition of Overhill.

On Monday, March 11, 2013, the Board convened a special meeting to discuss recent developments concerning Bellisio’s potential acquisition of Overhill and the potential management going-private plan.

On Monday, March 18, 2013, Mr. Rudis received a non-binding letter from Bellisio reaffirming the offer made by Bellisio on February 20, 2013 to acquire Overhill for $5.00 per share in cash subject to, among other things, confirmatory due diligence and negotiation of definitive transaction agreements.

On Thursday, March 21, 2013, the Board convened an informal meeting to discuss Bellisio’s potential acquisition of Overhill and the potential management going-private plan and recent developments.

On Friday, March 22, 2013, Overhill entered into an exclusivity agreement with Bellisio, in which Overhill agreed to negotiate exclusively with Bellisio until April 30, 2013. Prior to the exclusivity period and until the execution of the merger agreement, Overhill and Piper Jaffray continued to make efforts to negotiate a higher price per share than Bellisio’s $5.00 per share offer.

On Wednesday, March 27, 2013, Overhill’s counsel delivered to Bellisio’s counsel a markup of the draft merger agreement that was previously sent by Bellisio’s counsel. Overhill’s counsel noted that certain terms of the draft merger agreement were still being reviewed internally and that a revised draft would follow shortly.

On Thursday, April 4, 2013, Overhill’s counsel delivered a further revised draft of the merger agreement to Bellisio’s counsel that, among other things, would permit Overhill to solicit alternative proposals between the signing date and the closing date of the merger agreement without restriction; provided, that any such proposal contemplated Bellisio’s acquisition of Overhill’s rights in the Boston Market brand.

On Thursday, April 11, 2013, Bellisio’s counsel communicated to Overhill’s counsel its comments on the revised draft merger agreement, including Bellisio’s position that Overhill be subject to a standard provision that would prohibit solicitation of bids but allow the Board to receive and respond to unsolicited bids that would be reasonably likely to result in a superior proposal. The parties also discussed negotiating voting agreements with Lord, Abbett and Hotchkis. Later that day, Bellisio’s counsel delivered a revised draft of the merger agreement to Overhill’s counsel.

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On Wednesday, April 24, 2013, Mr. Rudis met with executives of Overhill’s commercial bank regarding the potential management going-private plan initially discussed with the bank on February 13, 2013.

Also on Wednesday, April 24, 2013, Bellisio, Bellisio’s counsel, executives at Overhill and Overhill’s counsel held a conference call to discuss legal due diligence items that remained to be addressed before Bellisio would be prepared to enter into a definitive merger agreement.

On Thursday, April 25, 2013, Bellisio’s counsel sent a supplemental diligence request list to Overhill’s counsel.

On Tuesday, April 30, 2013, Bellisio received comments to the voting agreements from Hotchkis and Lord, Abbett.

On Thursday, May 2, 2013, Bellisio’s counsel, executives at Overhill and Overhill’s counsel had a follow-up call to discuss diligence matters. In advance of the call, Piper Jaffray circulated annotated responses to the supplemental diligence request list circulated by Bellisio’s counsel on April 25, 2013.

On Monday, May 6, 2013, Overhill’s counsel organized a conference call among Bellisio’s counsel, Lord, Abbett and Lord, Abbett’s counsel to discuss the terms of the proposed voting agreement with Lord, Abbett.

On Tuesday, May 7, 2013, the Board convened a special meeting to discuss Bellisio’s potential acquisition of Overhill, including the status of Bellisio’s due diligence investigation of Overhill. The Board also discussed the potential management going-private plan, but concluded that successful completion of that transaction was unlikely due to the complexity of the transaction structure, the number of parties that would need to reach an agreement on its terms, the expected timeline required to complete the transaction, the fact that Mr. Rudis had not identified sponsors to provide all of the necessary equity financing and the expected difficulty in identifying such sponsors and arranging necessary equity financing.

On Tuesday, May 7, 2013, Overhill provided Piper Jaffray updated non-public financial information relating to Overhill, comprising management’s projections for Overhill’s fiscal years 2013, 2014, 2015, 2016, 2017 and 2018. These updated projections estimated that Overhill’s unadjusted EBITDA for its 2013 fiscal year would be $5.2 million less than the forecast provided to Bellisio on October 8, 2012 and $3.0 million less than the forecast provided to Bellisio on February 6, 2013. These projections are more fully described below under “— Certain Financial Information” beginning on page 42 and Piper Jaffray’s fairness opinion is more fully described below under “— Opinion of Financial Advisor” beginning on page 34.

Also on Tuesday, May 7, 2013, Overhill’s counsel organized a conference call between Bellisio’s counsel and Hotchkis’ counsel to discuss the terms of the proposed voting agreement with Hotchkis.

Later on Tuesday, May 7, 2013, Mr. Rudis had lunch with executives of Bellisio, an executive of Centre and a representative of the union that represents certain of Overhill’s employees, which is referred to as the Union. Mr. Rudis introduced Bellisio’s executives and Centre’s executive as Overhill’s business partners in connection with the existing collaborative arrangement with Bellisio regarding Boston Market products. During the lunch, the participants discussed issues relating to the collective bargaining agreement currently in place with the Union and the anticipated timing of negotiating a new agreement, but did not discuss Bellisio’s potential acquisition of Overhill.

On Thursday, May 9, 2013, Bellisio’s counsel delivered a revised draft of the merger agreement to Overhill’s counsel that, among other things, included a condition requiring that certain expiring contracts be renewed or renegotiated prior to the closing date of the merger agreement. The revised draft contained provisions unacceptable to Overhill due to the concern that being forced to renew or renegotiate expiring contracts would put Overhill in a weakened position in negotiating with the other parties to the expiring contracts.

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Also on Thursday, May 9, 2013, Bellisio’s counsel sent a revised draft of the proposed voting agreement with Hotchkis to Hotchkis’ counsel.

On Friday, May 10, 2013, Overhill’s counsel informed Bellisio’s counsel that the Board was discussing the revised proposal and they were instructed not to take action with respect to the contemplated transaction until the issue was resolved.

On Sunday, May 12, 2013, Bellisio’s counsel sent a revised draft of the proposed voting agreement with Lord, Abbett to Lord, Abbett and its counsel.

On Monday, May 13, 2013, Bellisio agreed to remove the proposed closing condition regarding certain expiring contracts that was included in the revised draft merger agreement dated May 9, 2013, and the parties proceeded to engage in negotiations with respect to the remaining open issues in the merger agreement. Bellisio’s counsel sent a revised draft of the merger agreement to Overhill’s counsel and Overhill’s counsel sent the revised draft of the merger agreement to the Board.

On Tuesday, May 14, 2013, in connection with Bellisio’s due diligence review, Bellisio’s counsel and Overhill’s counsel had a conference call to discuss pending litigation matters at Overhill.

Also on Tuesday, May 14, 2013, Bellisio’s counsel had conference calls with each of Hotchkis’ counsel and Lord, Abbett’s counsel to finalize the respective voting agreements.

Also on Tuesday, May 14, 2013, Overhill provided Bellisio the non-public financial information relating to Overhill that was provided by Overhill to Piper Jaffray on May 7, 2013. These projections are more fully described below under “— Certain Financial Information” beginning on page 42.

Later on Tuesday, May 14, 2013, the Board convened a special meeting of the Board and the Compensation Committee of the Board in order to discuss and vote upon approval of the proposed merger with Bellisio. Representatives of Piper Jaffray were present at the meeting as well as Overhill’s counsel. Piper Jaffray reviewed with the Board its financial analysis of the proposed merger consideration of $5.00 per share. Piper Jaffray then rendered to the Board its oral opinion, which was confirmed by delivery of a written opinion dated May 14, 2013, that, as of May 14, 2013, and based on and subject to the assumptions made, matters considered and qualifications and limitations on the scope of the review undertaken by Piper Jaffray, as described in its opinion, the offer price of $5.00 per share to be received by the holders of shares of Overhill’s common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

At the request of the Board, Overhill’s counsel discussed the terms and conditions of the proposed merger agreement with Bellisio, including with respect to each party’s conditions and obligations regarding transaction certainty, as well as the termination fee provisions and expense reimbursement provisions. Overhill’s counsel noted that the size of the termination fee and expense reimbursement amounts were customary for a transaction of this type. Overhill’s counsel also discussed the outstanding stock options and noted that the optionees will be entitled to receive the difference between the $5.00 per share price and the strike price of the option. Overhill’s counsel also reviewed with the members of the Board their fiduciary duties in the context of the proposed transaction.

The Board also engaged in a detailed discussion concerning the value likely to be realized by Overhill’s stockholders if Overhill remained independent. The Board emphasized that in determining the likely value of Overhill remaining independent, it had reviewed and considered, among other factors, Overhill’s business, financial condition, results of operations, competitive position, business strategy, strategic options and prospects, as well as the risks involved in achieving these prospects, the nature of Overhill’s business and the industry in which it competes, and industry, economic and market conditions, both on a historical and on a prospective basis. Among other things, the Board discussed (i) Overhill’s decline in sales to certain key customers, (ii) negative

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trends in product mix, commodity prices and freight and storage expenses, (iii) the expense and execution risk related to implementing an alternative sales and distribution method for the Boston Market line of products, (iv) Overhill’s revised projections for the remainder of fiscal 2013 compared to the fiscal 2013 projections prepared by Overhill’s management that were delivered to Bellisio on October 8, 2012 and on February 6, 2013, (v) the inherent uncertainty of financial projections prepared by Overhill’s management, particularly with respect to financial projections for greater than one year out, and (vi) the various risks associated with Overhill’s business, including the risks described in Item 1A of Overhill’s most recent annual report on Form 10-K filed with the SEC on December 18, 2012. On the basis of the foregoing, the opinion of Piper Jaffray as to the fairness to Overhill’s stockholders from a financial point of view of the $5.00 per share price to be paid to Overhill stockholders in the merger pursuant to the merger agreement, and other factors considered by the Board, the Board determined that the merger presented an opportunity for Overhill’s stockholders to realize greater value than the value likely to be realized by Overhill’s stockholders if Overhill remained independent.

After lengthy deliberations and consideration, the members of Overhill’s Board unanimously determined that the Bellisio merger agreement, the merger and the other transactions contemplated by the merger agreement were advisable and in the best interests of Overhill and Overhill’s stockholders and approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement, recommended that Overhill’s stockholders approve and adopt the merger agreement and instructed management and counsel to finalize all documentation related to the Bellisio merger agreement as promptly as practicable.

Later in the evening on May 14, 2013, Overhill and Bellisio executed the merger agreement.

Overhill’s Reasons for the Merger

After careful consideration, the Board, at a special meeting held on May 14, 2013, unanimously:

In evaluating the merger and the merger agreement, the Board consulted with management as well as Overhill’s outside legal counsel and financial advisors. The Board also considered various material factors that are discussed below. The discussion in this section is not intended to be an exhaustive list of the information and factors considered by the Board, but is believed to address the material information and factors considered by the Board. In view of the wide variety of factors considered in connection with the merger, the Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific material factors it considered in reaching its decision. In addition, individual members of the Board may have given different weight to different factors. The Board considered this information and these factors as a whole in deciding to recommend the approval and adoption of the merger agreement.

The Board considered the following factors as generally supporting its decision to recommend that Overhill’s stockholders vote in favor of the approval and adoption of the merger agreement:

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During its consideration of the merger, the Board considered that Overhill’s directors and executive officers have interests in the merger described in “The Special Meeting—Proposals to be Considered at the Special Meeting—Item 2-Advisory Vote Regarding Certain Executive Compensation” beginning on page 15 and “The Merger— Interests of Overhill Directors and Executive Officers in the Merger” beginning on page 45.

This summary is not meant to be an exhaustive description of the information and factors considered by the Board but is believed to address the material information and factors considered. In view of the wide variety of factors considered by the Board, it is not possible to quantify or to give relative weights to the various factors. In considering the factors discussed above, individual directors may have given different weights to different factors. After taking into consideration all of the factors set forth above as a whole, as well as other factors not specifically described above, the Board concluded that the merger is fair to and in the best interests of Overhill and Overhill’s stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement.

Recommendation of the Board

At its meeting on May 14, 2013, the Board met to consider the merger agreement and after due consideration, unanimously adopted and approved the merger agreement and determined that the merger agreement and the related transactions are fair to and in the best interests of Overhill and its stockholders, and the Board unanimously recommends that Overhill stockholders vote FOR the approval and adoption of the merger agreement.

Opinion of Financial Advisor

Overhill retained Piper Jaffray to act as its financial advisor in a possible business combination transaction and, if requested, to render its opinion to Overhill’s Board as to the fairness to Overhill’s stockholders of the consideration to be received in the transaction. On May 14, 2013, Piper Jaffray delivered its oral opinion and contemporaneously delivered its written opinion dated May 14, 2013 to the Board that, based on and subject to the limitations and assumptions stated in the opinion, as of the date of the opinion, the merger consideration to be received by the holders of Overhill common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of Piper Jaffray’s written opinion dated May 14, 2013, which contains the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the

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opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of Piper Jaffray’s opinion in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are urged to read the opinion in its entirety. Piper Jaffray’s opinion addressed solely the fairness, from a financial point of view, to the holders of Overhill common stock, of the merger consideration. Piper Jaffray’s opinion was directed solely to Overhill’s Board in connection with its consideration of the merger and was not intended to be, and does not constitute, a recommendation to any Overhill stockholder as to how such stockholder should vote or how any such stockholder should act with respect to the merger or any other matter. Piper Jaffray’s opinion was approved for issuance by the Piper Jaffray Opinion Committee.

In arriving at its opinion, Piper Jaffray, among other things:

In addition, Piper Jaffray conducted such other inquiries, examinations and analyses, and considered such other financial, economic and market criteria as Piper Jaffray deemed necessary in arriving at its opinion.

The following is a summary of the material financial analyses performed by Piper Jaffray in connection with the preparation of its fairness opinion, which was reviewed with, and formally delivered to, Overhill’s Board at a meeting held on May 14, 2013. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by Piper Jaffray or of its presentation to the Board on May 14, 2013.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Jaffray. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as an indication of the relative importance or weight given to these analyses by Piper Jaffray or Overhill’s Board. 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 May 10, 2013, and is not necessarily indicative of current market conditions.

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To the extent any analysis was based on Overhill’s forecasts of projected financial results, Piper Jaffray based its analysis on projections provided to Piper Jaffray on May 7, 2013. These projections are more fully described below under “The Merger–Certain Financial Information.”

For purposes of its analyses, Piper Jaffray calculated (i) Overhill’s equity value implied by the merger to be approximately $80.9 million, based on approximately 16,176,000 fully-diluted shares of Common Stock outstanding as of May 10, 2013, calculated using the treasury stock method and the merger consideration and (ii) Overhill’s implied enterprise value (“EV”) (for the purposes of this analysis, implied EV equates to implied equity value, plus debt, less cash) to be approximately $84.6 million.

In addition, Piper Jaffray prepared a chart of indexed trading performance that showed Overhill common stock over the twelve-month period from May 10, 2012 to May 10, 2013 had decreased by 6.0% from its price at May 10, 2012, as compared to an increase of 20.3% for the S&P 500 Index, an increase of 17.1% for the NASDAQ Composite Index and an increase of 9.2% for an index comprised of the selected companies described below.

Selected Public Companies Analysis

Piper Jaffray reviewed selected historical financial data of Overhill and estimated financial data of Overhill based on projections provided by Overhill management and compared them to corresponding financial data, where applicable, for U.S. listed public companies in the frozen and packaged food sectors with market capitalization below $5 billion (as of May 10, 2013), and selected public companies in the protein sector. Piper Jaffray selected companies in these industries based on information obtained by searching SEC filings, public Overhill disclosures, press releases, equity research reports, industry and popular press reports, databases and other sources. No company utilized in the selected public companies analysis is identical to Overhill. In evaluating the selected public companies, Piper Jaffray made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters.

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Based on these criteria, Piper Jaffray identified and analyzed the following selected companies:

For the selected public companies analysis, Piper Jaffray compared valuation multiples for Overhill derived from the merger consideration and Overhill’s last 12 months (“LTM”) revenue, LTM EBITDA (calculated throughout as earnings before interest, taxes, depreciation and amortization), and Overhill’s management projections for fiscal years ending 2013 and 2014 revenue, EBITDA, and earnings per share (“EPS”), to valuation multiples for the selected public companies derived from their closing prices per share on May 10, 2013, based on LTM revenue, LTM EBITDA, and consensus projections of equity research analysts as published by Reuters for calendar year 2013 and 2014 revenue, EBITDA and earnings per share. Piper Jaffray also compared the projected next 12 months (“NTM”) revenue growth rates of the selected public companies to the projected NTM revenue growth rate for Overhill, and the LTM EBITDA Margin of the selected public companies to the LTM EBITDA Margin of Overhill. The tabular summary below presents the selected public company metrics in the frozen/packaged foods sector and protein sector on a combined basis.

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The selected public companies analysis showed that, based on the estimates and assumptions used in the analysis, the implied valuation multiples of Overhill based on the merger consideration were within the range of valuation multiples of the selected public companies. Based on this analysis, Piper Jaffray also derived a range of implied equity values per diluted share of Overhill common stock, with a maximum and minimum mean/median value per share of $6.20 and $3.38, respectively, and a maximum and minimum at the 75 ^th percentile and 25 ^th percentile respectively, of $7.01 and $2.59, respectively. Piper Jaffray noted the merger consideration of $5.00 per share.

Selected M&A Transaction Analysis

Piper Jaffray reviewed merger and acquisition transactions involving target companies in the frozen, packaged food and protein industries that it deemed comparable to Overhill. Piper Jaffray selected these transactions based on information obtained by searching SEC filings, public company disclosures, press releases, equity research reports, industry and popular press reports, databases and other sources. Piper Jaffray selected these transactions based on the following criteria:

Based on these criteria, the following nine transactions were selected:

Piper Jaffray calculated the ratio of EV to LTM EBITDA. Piper Jaffray then compared the results of these calculations with similar calculations for Overhill based on the merger consideration. Piper Jaffray also calculated LTM EBITDA Margin % for each of the selected transactions and compared it to Overhill.

The analysis indicated the following:

The selected merger and acquisition transactions analysis showed that, based on the estimates and assumptions used in the analysis, the implied valuation multiple of Overhill based on the merger consideration was above the range of valuation multiples of the selected transactions when comparing the ratio of EV to LTM EBITDA. Based on this analysis, Piper Jaffray also derived a range of implied equity values per share of Overhill common stock, with a mean and median of $2.68 and $2.67, respectively, and at the 75 ^th percentile and 25 ^th percentile of $3.06 and $2.31, respectively. Piper Jaffray noted the merger consideration of $5.00 per share.

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A selected M&A transaction analysis generates an implied value of a company based on publicly available financial terms of selected change of control transactions involving companies that share certain characteristics with the company being valued. However, no company or transaction utilized in the selected M&A transaction analysis is identical to Overhill or the merger.

Premiums Paid Analysis

Piper Jaffray reviewed publicly available information for selected announced, completed or pending merger transactions to determine the premiums (discounts) paid in the transactions over recent trading prices of the target companies prior to announcement of the transaction. Piper Jaffray selected these transactions based on the following criteria:

Piper Jaffray performed its analysis on approximately 75 transactions that satisfied these criteria, and the table below shows a comparison of premiums paid in these transactions to the premium that would be paid to Overhill’s stockholders based on the merger consideration.

The premiums paid analysis showed that, based on the estimates and assumptions used in the analysis, the premiums over the market prices at the selected dates for the shares implied by the per share merger consideration were within the range of premiums paid in the selected M&A transactions. Piper Jaffray also derived a range of implied equity values per diluted share of Overhill common stock, with a maximum and minimum mean/median of $6.98 and $4.98, respectively, and a maximum and minimum at the 75 ^th percentile and 25 ^th percentile, respectively, of $7.34 and $4.51, respectively. Piper Jaffray noted the merger consideration of $5.00 per share.

Discounted Cash Flows Analysis

Using a discounted cash flows analysis, Piper Jaffray calculated an estimated range of theoretical values for Overhill based on the net present value of (i) Overhill’s projected annual free cash flows for the last six months of Overhill’s fiscal year 2013 through fiscal year end 2017; and (ii) an estimated terminal value for Overhill at fiscal year-end 2017 based on an assumed multiple of Overhill’s projected fiscal year 2017 EBITDA. For the purposes of this analysis, Piper Jaffray (i) utilized Overhill management’s projections for the period of the last six months of fiscal 2013 through fiscal year end 2017, furnished on May 7, 2013 to Piper Jaffray and described below under “Certain Financial Information” beginning on page 42; (ii) calculated the free cash flows for each year from Overhill’s projections as operating income less taxes plus depreciation and amortization, less capital

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expenditures, plus/less change in net working capital; (iii) discounted all amounts to April 1, 2013 using an assumed discount range from 14.9% to 16.9%, based on Overhill’s industry weighted average cost of capital calculation; (iv) assumed a range of 2017 EBITDA multiples of 6.7x, 7.2x and 7.7x based on the median of the transaction enterprise value to LTM EBITDA multiple of selected transactions used in Piper Jaffray’s selected merger and acquisition transaction analysis; and (v) assumed a tax rate of 35.7% as provided by Overhill management.

This analysis resulted in implied equity values per share of Overhill common stock ranging from a low of $4.22 per share to a high of $5.02 per share, with a midpoint of $4.61. The merger consideration was within the range of implied values derived from this analysis, based on the estimates and assumptions used in this analysis.

Miscellaneous

The summary set forth above does not contain a complete description of the analyses performed by Piper Jaffray, but does summarize the material analyses performed by Piper Jaffray in rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Piper Jaffray 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 Piper Jaffray opinion. In arriving at its opinion, Piper Jaffray considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, Piper Jaffray 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. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Piper Jaffray’s view of the actual value of Overhill.

No company or transaction used in the above analyses as a comparison is directly comparable to Overhill or the merger and the other transactions contemplated by the merger agreement. Accordingly, an analysis of the results of the comparisons is not mathematical; rather, it involves complex considerations and judgments about differences in the companies and transactions to which Overhill and the merger were compared and other factors that could affect the public trading value or transaction value of the companies involved.

Piper Jaffray performed its analyses for purposes of providing its opinion to Overhill’s Board. In performing its analyses, Piper Jaffray made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Certain of the analyses performed by Piper Jaffray are based upon forecasts of future results furnished to Piper Jaffray by Overhill’s management, which are not necessarily indicative of actual future results 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. Piper Jaffray does not assume responsibility if future results are materially different from forecasted results.

Piper Jaffray’s opinion was one of many factors taken into consideration by Overhill’s Board in making the determination to approve the merger agreement. While Piper Jaffray provided advice to Overhill’s Board during their negotiations with Bellisio, Piper Jaffray did not recommend any specific merger consideration.

Piper Jaffray 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 Piper Jaffray or discussed with or reviewed by Piper Jaffray. Piper Jaffray further relied upon the assurances of Overhill’s management that the financial information provided to Piper Jaffray was prepared on a reasonable basis in accordance with industry practice, and that Overhill’s management was not aware of any information or facts that would make any information provided to Piper Jaffray incomplete or

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misleading. Without limiting the generality of the foregoing, for the purpose of Piper Jaffray’s opinion, Piper Jaffray assumed that with respect to financial forecasts, estimates and other forward-looking information reviewed by Piper Jaffray, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of Overhill’s management as to the expected future results of operations and financial condition of Overhill. Piper Jaffray expressed no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based. Piper Jaffray relied, with Overhill’s consent, on advice of the outside counsel and the independent registered public accounting firm to Overhill, and on the assumptions of Overhill’s management, as to all accounting, legal, regulatory, tax and financial reporting matters with respect to Overhill and the merger agreement. Piper Jaffray’s opinion does not address any accounting, legal, regulatory, tax and financial reporting matters.

In arriving at its opinion, Piper Jaffray assumed that the executed merger agreement was in all material respects identical to the last draft reviewed by Piper Jaffray. Piper Jaffray relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the merger agreement and all other related documents and instruments that are referred to therein were true and correct, (ii) each party to such agreements would fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the merger would be consummated pursuant to the terms of the merger agreement without amendments thereto and (iv) all conditions to the consummation of the merger would be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Jaffray assumed that all the necessary regulatory approvals and consents required for the merger would be obtained in a manner that would not adversely affect Overhill or the contemplated benefits of the merger.

In arriving at its opinion, Piper Jaffray did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of Overhill, and was not furnished or provided with any such appraisals or valuations, nor did Piper Jaffray evaluate the solvency of Overhill under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Jaffray in connection with its opinion were going concern analyses. Piper Jaffray expressed no opinion regarding the liquidation value of Overhill or any other entity. Without limiting the generality of the foregoing, Piper Jaffray undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Overhill or any of its affiliates was a party or may be subject, and at the direction of Overhill and with its consent, Piper Jaffray’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Jaffray also assumed that neither Overhill nor Bellisio is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the merger.

Piper Jaffray’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of its opinion could materially affect the assumptions used in preparing its opinion. Piper Jaffray did not express any opinion as to the price at which shares of Overhill common stock may trade following announcement of the merger or at any future time. Piper Jaffray did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

Piper Jaffray’s opinion addressed solely the fairness, from a financial point of view, to the holders of Overhill common stock of the merger consideration, as set forth in the merger agreement, and did not address any other terms or agreement relating to the merger or any other terms of the merger agreement. Piper Jaffray was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with or effect the merger, the merits of the merger relative to any alternative transaction or business strategy that may be available to Overhill, Bellisio’s ability to fund the merger consideration payable in the merger pursuant to the merger agreement, any other terms contemplated by the merger agreement or the fairness of the merger to any

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other class of securities, creditor or constituency of Overhill. Furthermore, Piper Jaffray expressed no opinion with respect to the amount or nature of the compensation to any officer, director or employee, or any class of such persons, relative to the compensation to be received by holders of Overhill common stock in the merger or with respect to the fairness of any such compensation.

Piper Jaffray is a nationally recognized investment banking firm and is regularly engaged as financial advisor in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. Overhill’s Board selected Piper Jaffray to provide financial advice in connection with Overhill’s review of strategic alternatives and to render its fairness opinion regarding the consideration to be paid to stockholders pursuant to the merger agreement on the basis of its experience and reputation in acting as financial advisor in connection with mergers and acquisitions.

Piper Jaffray acted as a financial advisor to Overhill in connection with the merger and will receive an estimated fee of approximately $950,000 from Overhill, which is contingent upon the consummation of the merger, except for (i) an aggregate of $385,000 in fees that have been paid for financial advisory services provided to Overhill by Piper Jaffray since August 2012 and (ii) an additional $400,000 that has been paid to Piper Jaffray for providing its fairness opinion described above, which in each case will be credited against the total fee paid on consummation of the merger. The opinion fee was not contingent upon the consummation of the merger or the conclusions reached in Piper Jaffray’s opinion. Overhill has agreed to indemnify Piper Jaffray against certain liabilities and reimburse Piper Jaffray for certain expenses in connection with its services. In the ordinary course of its business, Piper Jaffray and its affiliates may actively trade securities of Overhill 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. Piper Jaffray and its affiliates may also, in the future, in the ordinary course of business, perform various investment banking and financial advisory services for Overhill or Bellisio and for other clients and customers that may have conflicting interests with Overhill, for which Piper Jaffray would expect to receive compensation.

Consistent with applicable legal and regulatory requirements, Piper Jaffray has adopted policies and procedures to establish and maintain the independence of Piper Jaffray’s research department and personnel. As a result, Piper Jaffray’s research analysts may hold opinions, make statements or investment recommendations and/or publish research reports with respect to the merger and other participants in the merger that differ from the opinions of Piper Jaffray’s investment banking personnel.