TheDeal: Smithfield Surges on Chinese Buyout to Create Global Meat Seller

NEW YORK ( TheDeal) -- Smithfield Foods ( SFD) surged as the Chinese meat processing company Shuanghui International Holdings Ltd. said Wednesday it would acquire the Virginia-based meat processor in a $7.1 billion deal.

Terms of the deal call for Hong Kong-based Shuanghui to pay $34 per share for Smithfield, a premium of 31% to the company's Tuesday closing price. The transaction values Smithfield's equity at $4.72 billion; Shuanghui also assumes about $2.4 billion in debt.

Smithfield jumped 28% to close at $33.35.

The deal would mark China's largest takeover of a U.S. company, and is expected to be heavily scrutinized in Washington. The acquisition is expected to close in the second half of the year, subject to approval by the Committee on Foreign Investment in the United States.

Shuanghui officials pledged in a statement to maintain the operations, staff and management of the Smithfield, Va.-based target, and said it would maintain Smithfield's food safety and quality control standards. The deal would open up Smithfield, which sells under brands including Eckrich, Farmland, Armour and Healthy Ones, to the expanding Chinese market.

"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," Shuanghui chairman Wan Long said.

"The combination creates a company with an unmatched set of assets, products and geographic reach." Smithfield, with $13 billion in annual sales, ranks as the world's largest pork processor and hog producer. But the company has been under pressure of late from shareholder Continental Grain Co., which argued in a March letter that Smithfield should split its hog, processing and international businesses to boost returns.

CEO C. Larry Pope, who will remain at Smithfield post-deal, called the sale to Shuanghui "a great transaction for all Smithfield stakeholders as well as for American farmers and U.S. agriculture."

Pope said he does not anticipate any changes to the business post-deal, noting that Smithfield will be a wholly owned independent subsidiary of Shuanghui. The Chinese buyers have pledged to honor collective bargaining agreements in place and not to close any Smithfield facilities or locations. The deal will be financed through a combination of cash provided by Shuanghui and rollover of existing Smithfield debt, as well as debt financing committed by Morgan Stanley Senior Funding Inc. and a syndicate of banks. The deal is expected to close in the second half of 2013, subject to shareholder and regulatory approval.

Barclays plc's Adam Taetle and Chris Di'Orio are serving as financial advisers to Smithfield, with Simpson Thacher & Bartlett LLP's Robert Spatt and Patrick Naughton and McGuireWoods LLP's David Oakey providing legal counsel.

A Skadden, Arps, Slate, Meagher & Flom LLP team led by Paul Schnell and Neil Stronski is advising Barclays.

A Morgan Stanley team of Russ Colaco and Benjamin Frost in the U.S. and Alex To and James Tan in Hong Kong is financial adviser to Shuanghui. A Paul Hastings LLP team led by Raymond Li, Carl Sanchez, Michael Chernick, Scott Flicker and Vivian Lam joined R. Mason Bayler Jr., David Meyers and Coby Beck of Troutman Sanders LLP to serve as legal counsel.

Written by Lou Whiteman in New York