The Hillshire Brands Company has confirmed that it received a unilateral binding offer from Tyson Foods to acquire all its outstanding common shares for $63 per share in cash.
By its terms, the Tyson Foods offer will remain in place until the termination of the Hillshire Brands/Pinnacle merger agreement or December 12, whichever comes first.
On June 3, the Hillshire Brands board, after consultation with its independent legal and financial advisers, made the requisite determination under its agreement with Pinnacle Foods to commence discussions and negotiations with Pilgrim’s Pride and Tyson Foods regarding their unsolicited proposals to acquire the company.
The Hillshire Brands board of directors has not approved the Tyson Foods offer, has not changed its recommendation regarding the Pinnacle merger and is not making any recommendation with respect to the Tyson offer. Hillshire Brands does not have the right to terminate the merger agreement with Pinnacle Foods on the basis of the Tyson Foods offer or enter into an agreement with Tyson Foods prior to its termination. There can be no assurance that any transaction will result from the Tyson Foods offer, the board stated in a press release.
Centerview Partners and Goldman, Sachs & Co. are acting as financial advisers to Hillshire Brands, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal adviser.
Hillshire Brands’ portfolio includes Jimmy Dean, Ball Park, Hillshire Farm, State Fair, Sara Lee frozen bakery and Chef Pierre pies, as well as artisanal brands Aidells, Gallo Salame and Golden Island premium jerky.