Glass Lewis Joins ISS in Supporting
Proposed Smithfield-Shuanghui Transaction
Transaction on track to close by
September 26 following shareholder approval
Smithfield Foods, Inc. ("Smithfield") (NYSE:SFD) announced today
that Glass Lewis & Co. ("Glass Lewis"), an independent proxy
voting and corporate governance advisory firm, recommends that
Smithfield shareholders vote "FOR" the proposed strategic
combination with Shuanghui International Holdings Limited at
Smithfield's special meeting of shareholders scheduled for
September 24, 2013. Glass Lewis joins Institutional Shareholder
Services ("ISS") in its recommendation 'FOR' the proposed
transaction with Shuanghui.
"We are pleased that the proposed transaction with Shuanghui has
now been endorsed by both Glass Lewis and ISS, the nation's two
leading independent proxy advisory firms," said C. Larry Pope,
president and chief executive officer of Smithfield. "Both Glass
Lewis and ISS recognize the significant value that the proposed
combination will deliver to all Smithfield shareholders. We look
forward to completing this transaction and beginning a new chapter
in Smithfield's long and successful history. On behalf of the
entire Board of Directors, I urge all Smithfield shareholders to
follow the recommendations of both Glass Lewis and ISS and vote
"FOR" the proposal to approve the merger agreement."
In recommending that Smithfield shareholders vote "FOR" the
proposed strategic combination, Glass Lewis stated in its September
12, 2013 report:
"[W]e believe the proposed transaction is favorable and
recommend that shareholders support this proposal. Accordingly, we
recommend that shareholders vote FOR this
proposal." *
As previously announced on September 12, 2013, ISS also
recommends that Smithfield shareholders vote "FOR" the proposed
strategic combination. ISS stated in its September 11, 2013
report:
"The $34.00 per share cash offer provides shareholders with a
considerable and certain premium to the company's standalone
trading price. The certainty of the deal's closure has also
improved considerably over the last several months, as Shuanghui
secured its committed financing and the merger received regulatory
approval under HSR and CFIUS. Given the board's eagerness to
consummate the merger before year end, the receipt of the
consideration in the near future appears increasingly
certain."*
The ISS report also stated:
"ISS recommends that clients vote FOR the merger with Shuanghui
in light of the considerable premium offered by the deal and the
certainty of value provided by the all-cash consideration."*
The special meeting of Smithfield shareholders is scheduled for
Tuesday, September 24, 2013, at 9:00 a.m. Eastern Time. The meeting
will be held at McGuireWoods LLP at One James Center, 901 East Cary
Street, Richmond, Virginia. All shareholders of record of
Smithfield's common stock as of the close of business on August 5,
2013, will be entitled to vote their shares at the meeting either
in person or by proxy.
The Smithfield board of directors unanimously recommends that
Smithfield shareholders follow the recommendations of both ISS and
Glass Lewis and vote "FOR" the proposal to approve the merger
agreement. Under the terms of the agreement, Smithfield
shareholders will receive $34.00 per share in cash for each share
of Smithfield common stock that they own. Upon closing of the
transaction, Smithfield's common stock will cease to be publicly
traded and the company will be a wholly-owned subsidiary of
Shuanghui International Holdings Limited, operating as Smithfield
Foods. Following receipt of shareholder approval, the company
expects to complete the combination by September 26, 2013.
* Permission to use quotations from the Glass Lewis and ISS
reports was neither sought nor obtained.
About Smithfield Foods
Smithfield Foods is a $13 billion global food company and the
world's largest pork processor and hog producer. In the United
States, the company is also the leader in numerous packaged meats
categories with popular brands including Smithfield®, Eckrich®,
Farmland®, Armour®, Cook's®, Gwaltney®, John Morrell®, Kretschmar®,
Curly's®, Carando®, Margherita®, and Healthy Ones®. Smithfield
Foods is committed to providing good food in a responsible way and
maintains robust animal care, community involvement, employee
safety, environmental, and food safety and quality programs. For
more information, visit www.smithfieldfoods.com and
www.smithfieldcommitments.com.
About Shuanghui International Holdings
Limited
Shuanghui International Holdings Limited is a Hong Kong-based
privately held company that owns a variety of businesses that
include food and logistics. Shuanghui International and its
subsidiaries are the majority shareholders of China's largest meat
processor, Henan Shuanghui Investment & Development Co. Ltd.,
which is publicly listed on the Shenzhen Stock Exchange under the
ticker symbol 000895. More information about Shuanghui
International is available at www.shuanghui-international.com.
Forward-Looking Statements
This press release contains "forward-looking" statements within
the meaning of the federal securities laws. The forward-looking
statements include statements concerning our outlook for the
future, as well as other statements of beliefs, future plans and
strategies or anticipated events, and similar expressions
concerning matters that are not historical facts. Our
forward-looking information and statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, the forward-looking
statements. These risks and uncertainties include, but are not
limited to the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the failure to receive, on a timely basis or otherwise,
approval of the merger proposal by the Company's shareholders; the
failure of one or more conditions to the closing of the merger
agreement to be satisfied; the failure of Shuanghui International
Holdings Limited to obtain the necessary financing in connection
with the merger agreement; the amount of the costs, fees, expenses
and charges related to the merger agreement or merger; risks
arising from the merger's diversion of management's attention from
the Company's ongoing business operations; risks that our stock
price may decline significantly if the merger is not completed; the
ability of the Company to retain and hire key personnel and
maintain relationships with customers, suppliers and other business
partners pending the completion of the merger; the availability and
prices of live hogs, feed ingredients (including corn), raw
materials, fuel and supplies; food safety; livestock disease; live
hog production costs; product pricing; the competitive environment
and related market conditions; risks associated with the Company's
indebtedness, including cost increases due to rising interest rates
or changes in debt ratings or outlook; hedging risk; adverse
weather conditions; operating efficiencies; changes in foreign
currency exchange rates; access to capital; the cost of compliance
with and changes to regulations and laws, including changes in
accounting standards, tax laws, environmental laws, agricultural
laws and occupational, health and safety laws; adverse results from
litigation; actions of domestic and foreign governments; labor
relations issues; credit exposure to large customers; the ability
to make effective acquisitions and successfully integrate newly
acquired businesses into existing operations, and other risks and
uncertainties described under Part I, Item 1A. "Risk Factors" in
our Annual Report on Form 10-K for the fiscal year ended April 28,
2013.
Readers are cautioned not to place undue reliance on
forward-looking statements because actual results may differ
materially from those expressed in, or implied by, the
forward-looking statements. Any forward-looking statement that we
make speaks only as of the date of such statement, and we undertake
no obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as
historical data.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company
filed a definitive proxy statement with the SEC on August 19, 2013.
Shareholders are urged to read the definitive proxy statement and
any other relevant documents filed with the SEC because they
contain important information about the proposed merger.
Investors may obtain a free copy of the definitive proxy
statement and other relevant documents filed with the SEC at the
SEC's website at http://www.sec.gov. In addition, investors may
obtain a free copy of the definitive proxy statement and the
Company's other filings with the SEC from the Company's website at
http://investors.smithfieldfoods.com or by directing a request to:
Smithfield Foods, Inc., 200 Commerce Street, Smithfield, Virginia
23430, Attn: Investor Relations, (757) 365-3050,
keiralombardo@smithfieldfoods.com.
The directors, executive officers and certain other members of
management and employees of the Company may be deemed
"participants" in the solicitation of proxies from shareholders of
the Company in favor of the proposed merger. Information regarding
the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the shareholders of the Company
in connection with the proposed merger is set forth in the
definitive proxy statement filed with the SEC on August 19, 2013.
You can also find information about the Company's executive
officers and directors in its Annual Report on Form 10-K for the
fiscal year ended April 28, 2013.
CONTACT: Investors
Keira Lombardo
Smithfield Foods, Inc.
(757) 365-3050
keiralombardo@smithfieldfoods.com
Bruce Goldfarb / Chuck Garske
Okapi Partners, LLC
212-297-0724
Media
Matthew Sherman / Andrew Siegel / Erin Kurtz
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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