July 3, 2014

Tyson Foods acquires Hillshire Brands

        
 

Tyson Foods, Inc. has entered an agreement to acquire branded, convenience foods company - The Hillshire Brands Company and has terminated Hillshire Brands' merger with Pinnacle Foods Inc.

Tyson Foods will acquire all outstanding shares of Hillshire Brands for US$63 per share. The all-cash transaction is valued at approximately US$8.55 billion, including Hillshire Brands' outstanding net debt. In addition, Tyson Foods will be making, on behalf of Hillshire Brands, a payment of the US$163 million termination fee associated with the termination of Hillshire Brands' merger agreement with Pinnacle Foods Inc.

"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 Donnie Smith, president and chief executive officer of Tyson Foods.

"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," he added.

Headquartered in Springdale, Arkansas, Tyson Foods, Inc. is one of the world's largest processors and marketers of chicken, beef and pork, the second-largest food production company in the Fortune 500 and a member of the S&P 500. Tyson Foods produces a wide variety of protein-based and prepared food products to customers throughout the United States and approximately 130 countries, serving from more than 400 facilities and offices in the United States and around the world

The combination of Tyson Foods and Chicago-based Hillshire Brands will reposition Tyson as a clear leader in the retail sale of prepared foods, with a complementary portfolio of well-recognised brands, including Tyson^®, Wright^®, Jimmy Dean^®, Ball Park^®, State Fair^® and Hillshire Farm^®. In particular, the strength of Hillshire Brands' products in the breakfast category will allow Tyson Foods to capture opportunities in this attractive and fast-growing day part.

Sean Connolly, president and chief executive officer of Hillshire Brands, said, "After thoughtful consideration, our board of directors concluded that a combination with Tyson Foods represents a unique opportunity to provide shareholders with significant and immediate value while also positioning our business for continued success. Importantly, 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. 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."

Smith added, "We are confident that the two companies can learn a great deal from each other, and we recognize that Hillshire Brands' value comes from its people, brands and processes. As we begin planning how to bring these companies together, we intend to proceed in a thoughtful manner that honors the strengths embedded in both cultures that have made each of them successful." 

The transaction has been unanimously approved by the boards of directors of both companies and is anticipated to close by September 27, 2014, the last day of Tyson Foods' fiscal year.