MINNEAPOLIS – Frozen entree manufacturer Bellisio Foods has entered into an agreement to acquire Overhill Farms, Los Angeles, a maker of custom prepared frozen foods, including those marketed under the Boston Market brand, for approximately $80 million.

In fiscal year 2012, Overhill Farms reported net sales of $194.4 million. Overhill Farms is a value-added supplier of branded and private label frozen foods for the retail and food service markets. Its customers include Panda Restaurant Group, Inc., Jenny Craig, Inc., Safeway Inc., Target Corporation, Pinnacle Foods Group L.L.C., and American Airlines, Inc., among others.

“The addition of Overhill Farms’ manufacturing capabilities and its customer and brand portfolios align perfectly with Bellisio’s growth strategies to expand our customer base, strengthen our brand portfolio, invest in high-growth platforms, and leverage our manufacturing disciplines to generate strong returns,” said Joel Conner, chairman and chief executive officer.

Overhill Farms announced it was conducting a strategic review to determine the company’s future this past August. Under the terms of the agreement with Bellisio Foods, Overhill Farms shareholders will receive $5 in cash for each share of Overhill Farms common stock they own. The transaction represents a 26% premium over the closing price of the company’s common stock on Aug. 13, 2012, the day prior to the announcement of the strategic review, according to the company.

“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 James Rudis, chairman and c.e.o. of Overhill Farms.

The transaction is expected to close during the fourth quarter of fiscal 2013.