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Pilgrim's Pride Sails Away from Hillshire Bidding

NEW YORK (The Deal) -- Tyson Foods (TSN - Get Report) has seemingly won the battle for Hillshire Brands (HSH) after sweetening its bid for the maker of Jimmy Dean sausages to $8.5 billion including assumed debt.

Chicago-based Hillshire on Monday confirmed receipt of the $63 per share cash offer, though the target stressed its board has not accepted the bid. Rival suitor Pilgrim's Pride (PPC - Get Report), however, seemingly believes the auction is over, with that Greeley, Colo.-based company saying it had withdrawn its $55 per share cash offer.

Pilgrim's Pride put Hillshire in play last month, announcing an unsolicited $45 per share offer for the processed food manufacturer. Tyson joined the fray days later, offering $50, only to have Pilgrim's Pride counter with $55.

The fight for Hillshire is a battle of two of the world's largest protein producers. Tyson is the planet's second-largest meat processor, behind Pilgrim's Pride majority owner JBS of Brazil.

But Pilgrim's Pride said it was unwilling to pay more for Hillshire.

"As a disciplined acquirer, we determined that it was in the best interests of our shareholders not to increase our proposed price," Pilgrim's Pride CEO Bill Lovette said in a statement. "Pilgrim's will maintain its strong focus on operational excellence and shareholder value, while pursuing acquisition opportunities that advance our stated strategy. We appreciate the support of our shareholders, customers and team members throughout this process."

Hillshire still has a separate deal in place to acquire Pinnacle Foods (PF - Get Report) for $6.6 billion. Both suitors have pushed for that Pinnacle deal to be scuttled, with Hillshire likely forced to pay a $163 million termination fee to Pinnacle.

Hillshire said its board has not yet changed its recommendation on the Pinnacle deal and is not making any recommendation with respect to Tyson. But given the substantial premium being offered and shareholder unrest with the Pinnacle offer, eventual acceptance of the Tyson deal is expected.

Pilgrim's Pride is being advised by Lazard and Cravath, Swaine & Moore while Hillshire is receiving advice from Centerview Partners, Goldman Sachs (GS) and Skadden, Arps, Slate, Meagher & Flom.

Morgan Stanley (MS), JPMorgan Chase (JPM) and Davis Polk & Wardwell are advising Tyson.

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