Smithfield Foods, Inc. and Shuanghui International Holdings Limited have entered into a definitive merger agreement that values Smithfield at approximately $7.1 billion.
Smithfield Foods is a $13-billion food company. Its packaged meat brands include Smithfield, Eckrich, Farmland, Armour, Cook's, Gwaltney, John Morrell, Kretschmar, Curly's, Carando, Margherita and Healthy Ones.
Shuanghui International is the majority shareholder of Henan Shuanghui Investment & Development Co., China's largest meat processor enterprise and China's largest publicly traded meat products company. The company has established production facilities in 13 Chinese provinces and four processing bases under construction. It produces over 2.7 million tons of meat per year.
Under the agreement, Shuanghui will acquire all outstanding shares of Smithfield for $34.00 per share in cash. The purchase price represents a premium of approximately 31% over Smithfield's closing stock price on May 28, 2013, the last trading day prior to today's announcement.
"This is a great transaction for all Smithfield stakeholders, as well as for American farmers and U.S. agriculture," said C. Larry Pope, president and CEO of Smithfield. "We have established Smithfield as the world's leading and most trusted vertically integrated pork processor and hog producer, and are excited that Shuanghui recognizes our best-in-class operations, our outstanding food safety practices and our 46,000 hard-working and dedicated employees. It will be business as usual — only better — at Smithfield. We do not anticipate any changes in how we do business operationally in the United States and throughout the world."
The acquisition gives Smithfield the opportunity to expand its offering to China through Shuanghui's distribution network, said Shuanghui chairman Wan Long. “Shuanghui will gain access to high-quality, competitively-priced and safe U.S. products, as well as Smithfield's best practices and operational expertise. We were especially attracted to Smithfield for its strong management team, leading brands and vertically integrated model.”
Upon closing of the transaction, Smithfield's common stock will cease to be publicly traded. The Company will be a wholly-owned independent subsidiary of Shuanghui International Holdings Limited, operating as Smithfield Foods. Mr. Pope will continue as president and CEO of Smithfield, and the management teams and workforces of Smithfield's Independent Operating Companies will continue in place after the transaction.
Shuanghui says it will honor the collective bargaining agreements in place with Smithfield's represented employees, as well as existing wage and benefit packages for non-represented employees. Under the agreement, there will be no closures at Smithfield's facilities and locations, and Smithfield's existing management team will remain in place.
Shuanghui has pledged to maintain Smithfield's headquarters in Smithfield, Va.
The transaction will be financed through a combination of cash provided by Shuanghui, rollover of existing Smithfield debt, as well as debt financing that has been committed by Morgan Stanley Senior Funding, Inc. and a syndicate of banks. There is no financing condition to this transaction.
The transaction is expected to close in the second half of 2013.
