Smithfield Foods Shareholders Approve Strategic Combination With Shuanghui International
September 24 2013 - 8:43AM
Smithfield Foods, Inc. (NYSE:SFD) announced today that the
shareholders of the company voted overwhelmingly to approve the
proposed strategic combination with Shuanghui International
Holdings Limited.
At a Special Meeting of Smithfield shareholders held today, more
than 96% of the votes cast were voted in favor of the transaction,
which represents approximately 76% of Smithfield's total
outstanding shares of common stock as of the record date for the
Special Meeting.
"We are pleased with the outcome of today's vote and thank all
of our shareholders for their support," said C. Larry Pope,
president and chief executive officer of Smithfield. "This is a
great transaction for all Smithfield stakeholders, as well as for
American farmers and U.S. agriculture. The partnership is all about
growth, and about doing more business at home and abroad. It will
remain business as usual – only better – at Smithfield, and we look
forward to embarking on this new chapter."
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.
Subject to customary closing conditions, the company expects to
complete the combination by September 26, 2013.
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 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.
CONTACT: Investors
Keira Lombardo
Smithfield Foods, Inc.
(757) 365-3050
keiralombardo@smithfieldfoods.com
Media
Andrew Siegel / Annabelle Rinehart / Erin Kurtz
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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