SPRINGDALE, ARK. — Two days after Pilgrim’s Pride Corp. offered to acquire Chicago-based Hillshire Brands Co., a new bidder stepped up to the plate. Tyson Foods, Inc. has proposed to buy Hillshire for $50 per share in cash in a transaction that would be valued at $6.8 billion. The deal is subject to the termination of Hillshire’s merger agreement with Pinnacle Foods Group, Parsippany, N.J., which was announced May 12.
Pilgrim’s Pride, which is majority owned by JBS S.A., Sao Paulo, Brazil, on May 27 submitted an all-cash offer of $45 per share in a transaction valued at approximately $6.4 billion, contingent on the termination of the Pinnacle deal. Following the bid, Hillshire’s board of directors said it would thoroughly review the proposal but added it strongly believed in the strategic benefits of the proposed transaction with Pinnacle.
For Tyson, the combination with Hillshire would reposition the company as a leader in retail prepared foods with a complementary portfolio of such well-known brands as Tyson, Wright Brand, Jimmy Dean, Ball Park, State Fair and Hillshire Farm. Hillshire’s strength in the breakfast category would fortify Tyson’s presence in the fast-growing day part. The deal also would provide significant synergies in sales and marketing and distribution and supply chain resources, Tyson said.
Tyson said it expects the proposed transaction would be accretive to earnings per share in the first full year following completion.
The offer represents a 35% premium to the unaffected closing price per share of Hillshire’s common stock on the day prior to announcement of the Pinnacle transaction, and is valued at 13.4x Hillshire’s trading EBITDA, according to Tyson.
“We believe that there is a strong strategic, financial and operational rationale for the combination of Tyson and Hillshire,” said Donnie Smith, president and chief executive officer of Tyson Foods. “Our proposal provides Hillshire shareholders with an immediate cash premium for their shares that we believe is both greater and more certain than what can be attained in the near term by the company either on a standalone basis or in combination with any other food processing company.”For its most recent fiscal year, Hillshire Brands had sales of $3.9 billion.