Smithfield Foods, Inc. (NYSE:SFD) (the "Company") today announced
that it will notify holders (the "Notice") of its 6.625% senior
notes due 2022 (the "Notes") that a "Change of Control", as defined
in the indenture governing the Notes, is expected to occur upon the
consummation of the proposed and previously announced acquisition
(the "Acquisition") of the Company by Shuanghui International
Holdings Limited. Pursuant to the terms of the Notes, following the
consummation of the Acquisition, holders of the Notes will have the
right to require the Company to purchase all or a portion of such
holders' Notes at a price of 101% of the principal amount thereof,
plus any accrued and unpaid interest up to, but not including, the
date of purchase (the "Purchase Price"). The Company has today
commenced the offer to purchase (the "Offer") the Notes for the
Purchase Price in contemplation of, and conditioned on, the
consummation of the Acquisition.
The Notice and the terms and conditions of the Offer are
included in the Notice of Change of Control and Offer to Purchase
dated September 16, 2013 and related Letter of Transmittal to be
distributed to holders of the Notes.
The Offer will expire at 11:59 p.m., New York City time, on
October 11, 2013, unless extended (such time and date, as the same
may be extended, the "Expiration Date"). Holders must validly
tender their Notes at or prior to the Expiration Date to be
eligible to receive the Purchase Price.
The Company has retained U.S. Bank National Association to act
as the Depositary. Questions and requests for additional documents
may be directed to the Depositary in writing at U.S. Bank National
Association, West Side Flats Operations Center, Attention:
Specialized Finance, 60 Livingston Avenue, Mail Station --
EP-MN-WS2N, St. Paul, MN 55107-2292, by telephone at (800) 934-6802
or by facsimile at (651) 495-8158.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase the Notes or any other
securities.
More information about Shuanghui International can be found at
http://www.shuanghui-international.com.
About Smithfield Foods
Smithfield Foods is a $13 billion global food company and the
world's largest pork processor and hog producer. In the United
States, the company is also the leader in numerous packaged meats
categories with popular brands including Smithfield®, Eckrich®,
Farmland®, Armour®, Cook's®, Gwaltney®, John Morrell®, Kretschmar®,
Curly's®, Carando®, Margherita®, and Healthy Ones®. Smithfield
Foods is committed to providing good food in a responsible way and
maintains robust animal care, community involvement, employee
safety, environmental, and food safety and quality programs. For
more information, visit www.smithfieldfoods.com and
www.smithfieldcommitments.com.
Additional Information and Forward Looking
Statements
Investors will be able to obtain a free copy of documents filed
with the SEC at the SEC's website at http://www.sec.gov. In
addition, investors may obtain a free copy of the Company's filings
with the SEC from the Company's website at
http://investors.smithfieldfoods.com or by directing a request to:
Smithfield Foods, Inc., 200 Commerce Street, Smithfield, Virginia
23430, Attn: Investor Relations, (757) 365-3050,
keiralombardo@smithfieldfoods.com.
This communication contains "forward-looking" statements within
the meaning of the federal securities laws. The forward-looking
statements include statements concerning the expected timing of the
completion of the proposed merger, the Company's outlook for the
future, as well as other statements of beliefs, future plans and
strategies or anticipated events, and similar expressions
concerning matters that are not historical facts. The Company's
forward-looking information and statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, the statements. These risks
and uncertainties include the ability to consummate the
transactions described in this press release, the availability and
prices of live hogs, feed ingredients (including corn), raw
materials, fuel and supplies, food safety, livestock disease, live
hog production costs, product pricing, the competitive environment
and related market conditions, risks associated with the Company's
indebtedness, including cost increases due to rising interest rates
or changes in debt ratings or outlook, hedging risk, adverse
weather conditions, operating efficiencies, changes in foreign
currency exchange rates, access to capital, the cost of compliance
with and changes to regulations and laws, including changes in
accounting standards, tax laws, environmental laws, agricultural
laws and occupational, health and safety laws, adverse results from
litigation, actions of domestic and foreign governments, labor
relations issues, credit exposure to large customers, the ability
to make effective acquisitions and successfully integrate newly
acquired businesses into existing operations, the Company's ability
to effectively restructure portions of the Company's operations and
achieve cost savings from such restructurings and other risks and
uncertainties described under "Item 1A. Risk Factors" in the
Company's Annual Report on Form 10-K for the fiscal year ended
April 28, 2013. Readers are cautioned not to place undue reliance
on forward-looking statements because actual results may differ
materially from those expressed in, or implied by, the statements.
Any forward-looking statement that the Company makes speaks only as
of the date of such statement, and the Company undertakes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. Comparisons
of results for current and any prior periods are not intended to
express any future trends or indications of future performance,
unless expressed as such, and should only be viewed as historical
data.
CONTACT: FOR SMITHFIELD FOODS:
Investors
Keira Lombardo
Smithfield Foods, Inc.
(757) 365-3050
Media
Andy Brimmer / Matthew Sherman / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
FOR SHUANGHUI INTERNATIONAL:
Investors
Amy Feng
Abernathy MacGregor
(213) 630-6550
U.S. Media
Chuck Dohrenwend / Pat Tucker
Abernathy MacGregor
(212) 371-5999
Chinese-language Media
Johnson Duan / Shufen Tan
SPRG (China)
(86) 186-2169-0099 / (86) 138-0177-3775
Smithfield (NYSE:SFD)
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