Smithfield Foods, Inc., Smithfield, Va., and Hong Kong-based Shuanghui International Holdings Ltd. entered into a definitive merger agreement that values Smithfield at approximately $7.1 billion, including the assumption of Smithfield's net debt.
Shuanghui International is the majority shareholder of Henan Shuanghui Investment & Development Co., which is China's largest meat processing enterprise and China's largest publicly traded meat products company as measured by market capitalization. Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Shuanghui will acquire all of the outstanding shares of Smithfield for $34 per share in cash. The purchase price represents a premium of approximately 31% over Smithfield's closing stock price on May 28, the last trading day prior to this announcement.
"This is a great transaction for all Smithfield stakeholders, as well as for American farmers and U.S. agriculture," says 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. We will become part of an enterprise that shares our belief in global opportunities and our commitment to the highest standards of product safety and quality. With our shared expertise and leadership, we look forward to accelerating a global expansion strategy as part of Shuanghui."
"We are pleased to have reached this agreement with Smithfield, which represents a historic opportunity for both companies and their stakeholders," said Wan Long, chairman of Shuanghui. "Shuanghui is a leading pork producer in China and a pioneer in the Chinese meat processing industry with over 30 years of history. Smithfield is a leader in our industry, and together, we will be able to meet the growing demand in China for pork by importing high-quality meat products from the United States, while continuing to serve markets in the United States and around the world. The combination creates a company with an unmatched set of assets, products and geographic reach."
Shuanghui will maintain the excellence in Smithfield's brands and strategic priorities. Together, Shuanghui and Smithfield will enhance their competitiveness, contributing to a more secure future for the Chinese and U.S. pork industries. 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 Ltd., operating as Smithfield Foods. Pope will continue as president and CEO of Smithfield, and the management teams and workforces of Smithfield's independent operating companies will remain in place after the transaction. Shuanghui will also 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 also pledged to maintain Smithfield's headquarters in Smithfield, Va., and to continue Smithfield's philanthropic support of community initiatives and investments in sustainability.
The transaction is expected to close in the second half of 2013.