The latest filing - which you can read here - explains: “On March 11, Edward Smolyansky notified the corporate secretary of Lifeway Foods of his intent to nominate himself, [his mother] Ludmila Smolyansky, Robert Whalen, Austin Hollis and Iana Trifonova for election to the Company’s Board of Directors at the 2022 annual meeting of shareholders.
“As Mr. Smolyansky continues to prepare for a potential proxy context [sic] in connection with the 2022 Annual Meeting, the reporting persons [Edward and Ludmilla Smolyansky] intend to continue to engage in discussions with the company’s board of directors regarding their belief that the company should replace the CEO [Edward’s sister Julie Smolyansky, who has run the company since 2002], and commence an exploration of the company’s strategic alternatives."
Founded by Michael Smolyansky in the 1980s, Lifeway Foods has been run by his daughter Julie as CEO since Michael's death in 2002, while Ludmila serves as chair of the board (her consulting contract with the company was terminated at the end of last year). Julie's brother Edward was COO until January 4 - FoodNavigator-USA understands he was terminated for cause - but remains a board member.
Independent directors of Lifeway board 'fully support' CEO Julie Smolyansky
The first public signs that the Smolyansky family members - who have a controlling stake in the business - were not on the same page, emerged February 25 in a 13D form filed with the SEC in which Ludmila and Edward argued that Julie should be replaced as CEO, although they did not provide any explanation.
The independent directors of the Lifeway board responded with a statement saying that they "fully support" CEO Julie Smolyansky, who stressed that her “loyalty lies with our company, our brand, our customers, our employees, our shareholders, and my father’s legacy."
'Everything hinges on Danone...'
According to SEC filings, Ludmila owns a 21.9% stake, Edward owns 16.2%, and Julie owns 13.2% in Lifeway Foods, which is listed on NASDAQ as LWAY.
The other major shareholder in the company is Danone, which owned 22.38% of Lifeway as of September 1, 2021, giving it significant leverage in any upcoming negotiations. It has not responded to requests for comment.
In a post on investing site seeking alpha, investor Jeremy Blum said he believed the Feb 25 announcement "effectively puts Lifeway up for sale,” adding that “Everything hinges on Danone... If Danone is neutral or sides with Edward/Ludmilla, the die is cast for a sale or change in ownership.”
Read more about Lifeway's recent performance HERE.
While the fermented dairy beverage kefir still accounts for the vast majority of its sales (82% of revenues), Lifeway Foods has expanded its portfolio in recent years, with cheese now accounting for 11% of revenues.
Sales in the first nine months of 2021 were up 15.2% YoY to $88.1m at Lifeway Foods, which will report its full year figures next month.