Smithfield Foods Announces Filing Of Definitive Proxy Statement In Conjunction With Strategic Combination With Shuanghui International
SMITHFIELD, Va., Aug. 20, 2013 (GLOBE NEWSWIRE) -- Smithfield Foods, Inc. (NYSE:SFD) announced today that it has filed with the Securities and Exchange Commission ("SEC") and will soon mail to shareholders of record the definitive proxy materials in connection with the previously announced definitive merger agreement with Shuanghui International Holdings Limited.
The special meeting of Smithfield shareholders will be held on Tuesday, September 24, 2013, at 9:00 a.m. Eastern Time. The meeting will be held at McGuireWoods LLP at One James Center, 901 East Cary Street, Richmond, Virginia. All shareholders of record of Smithfield's common stock as of the close of business on August 5, 2013, will be entitled to vote their shares at the meeting either in person or by proxy.
The Smithfield board of directors unanimously recommends that Smithfield shareholders vote "FOR" the proposal to approve the merger agreement. Under the terms of the agreement, each outstanding share of Smithfield common stock would be converted into the right to receive $34.00 in cash.The transaction, which is expected to close in the second half of 2013, remains subject to certain conditions, including, among others, approval by Smithfield's shareholders, the receipt of approval under certain specified foreign merger clearance laws, review by the Committee on Foreign Investment in the United States (CFIUS) and other customary closing conditions. 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 . About Shuanghui International Holdings Limited Shuanghui International Holdings Limited is a Hong Kong-based privately held company that owns a variety of businesses that include food and logistics. Shuanghui International and its subsidiaries are the majority shareholders of China's largest meat processor, Henan Shuanghui Investment & Development Co. Ltd., which is publicly listed on the Shenzhen Stock Exchange under the ticker symbol 000895. More information about Shuanghui International is available at www.shuanghui-international.com . Forward-Looking Statements This press release contains "forward-looking" statements within the meaning of the federal securities laws. The forward-looking statements include statements concerning our 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. Our 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 forward-looking statements. These risks and uncertainties include, but are not limited to the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the failure to receive, on a timely basis or otherwise, approval of the merger proposal by the Company's shareholders or the approval of government or regulatory agencies with regard to the merger; the failure of one or more conditions to the closing of the merger agreement to be satisfied; the failure of Shuanghui International Holdings Limited to obtain the necessary financing in connection with the merger agreement; the amount of the costs, fees, expenses and charges related to the merger agreement or merger; risks arising from the merger's diversion of management's attention from the Company's ongoing business operations; risks that our stock price may decline significantly if the merger is not completed; the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners pending the completion of the merger; 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, and other risks and uncertainties described under Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended April 28, 2013.
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