Shareholder may raise bid for Smithfield Foods

by Keith Nunes
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NEW YORK – Starboard Value L.P., a shareholder that owns approximately 5.7% of Smithfield Foods’ stock, said in a Sept. 3 letter to Smithfield shareholders it is working with interested buyers to construct a bid superior to that of Hong Kong-based Shuanghui International Holdings to acquire the world’s largest pork processor and possibly break it up. Standing in Starboard’s way is a Sept. 24 special meeting in which Smithfield shareholders will vote on the proposed merger agreement with Shuanghui.

In the letter, Jeffrey C. Smith, the managing member of Starboard Value, said his firm would vote against the proposed Shuanghui merger agreement. Mr. Smith’s rationale for voting against the proposed merger is to give his group more time to construct an offer for Smithfield Foods.

“By voting ‘against’ the proposed merger at the special meeting on Sept. 24, 2013, we are voting in furtherance of trying to compel Smithfield to postpone or adjourn the special meeting for a period of time to allow it to continue soliciting votes in favor of the proposed merger,” Mr. Smith wrote.

Mr. Smith indicated it is possible his group will have a proposal completed before the Sept. 24 special meeting, but delaying the meeting will not jeopardize the proposed merger agreement with Shuanghui.

On May 29, Shuanghui entered into an agreement to acquire Smithfield Foods for approximately $7.1 billion, $34 per share, and assumption of debt. On June 17, Starboard Value said the Shuanghui offer undervalued Smithfield Foods and that it estimated the value of the company to be in the range of $43.85 to $55.21 per share if the company is broken up.

At the conclusion of his Sept. 3 letter, Mr. Smith said, “Given the mechanics of the merger agreement and the fact that we have already received written indications of interest for each of Smithfield’s assets, which in the aggregate imply a total value for Smithfield at a price substantially in excess of the $34 cash deal with Shuanghui, we strongly believe that voting ‘against’ the proposed merger is our best course of action at this juncture.”
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