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Pinnacle Foods clears way in $8.55B Tyson-Hillshire deal

By MICHELE F. MIHALJEVICH

Indiana Correspondent

 

SPRINGDALE, Ark. — Tyson Foods will purchase Hillshire Brands for approximately $8.55 billion, the two companies announced earlier this month. The cash deal includes all of Hillshire’s outstanding net debt.

The purchase had been contingent on Hillshire’s ability to get out of a previously announced merger agreement with Pinnacle Foods. Pinnacle terminated that agreement at the end of June, clearing the way for the Tyson-Hillshire transaction.

The purchase has already been unanimously approved by the boards of directors of both companies, Tyson and Hillshire stated. The deal is expected to close by Sept. 27, the last day of Tyson’s fiscal year.

"By investing in Hillshire Brands and its collection of leading brands, we have a unique opportunity to transform an important segment of our business and position Tyson Foods to meet American consumers’ growing demand for protein at breakfast and throughout the day," said Donald J. Smith, president and CEO of Tyson.

"We operate in a competitive and complex marketplace that demands bold steps to remain an industry leader. I am confident that together, Tyson Foods and Hillshire Brands have the right products and the right people to create years of enhanced shareholder value and ensure more choices for our customers and consumers."

Hillshire’s portfolio includes Hillshire Farm, Jimmy Dean and Ball Park brands. Hillshire had about $4 billion in sales in fiscal 2013 and has more than 9,000 employees, the company said. Tyson’s had sales of $35.4 billion last year, according to the company.

In addition to Tyson products, other brands include Corn King, Lady Aster and Star Ranch Angus beef.

The Tyson-Hillshire agreement followed dueling unsolicited offers beginning in late May from Tyson and Pilgrim’s Pride, a subsidiary of JBS. Pilgrim’s Pride made its initial offer May 27. Tyson followed with its first proposal two days later.

The president and CEO of Hillshire said the deal is a unique opportunity to provide shareholders with significant and immediate value.

"This is a testament to the tremendous value our talented team of employees has created over the past few years by strengthening our brands in the eyes of consumers," Sean Connolly noted.

"I am confident that we have found an excellent partner in Tyson. We firmly believe that our combined global platform will be extremely well-positioned to capitalize on the substantial growth opportunities in this market in the years ahead."

Pinnacle will receive a termination fee of $163 million for ending its previous agreement with Hillshire.

"We’re excited to continue delivering long-term value for our shareholders through our strategy of reinvigorating iconic brands," Pinnacle’s CEO Bob Gamgort said in a statement. "The termination payment provides us with increased optionality in executing our strategy."

7/17/2014