Tyson Foods, Hillshire Brands Announce Definitive Merger Agreement

Tyson Foods, Inc., Springdale, Ark., and The Hillshire Brands Co., Chicago, entered into a definitive agreement under which Tyson Foods will acquire all outstanding shares of Hillshire Brands for $63 per share. The all-cash transaction is valued at approximately $8.55 billion, including Hillshire Brands’ outstanding net debt. In addition, Tyson Foods will be making, on behalf of Hillshire Brands, a payment of the $163 million termination fee associated with the termination of Hillshire Brands’ merger agreement with Pinnacle Foods Inc. Hillshire Brands’ board of directors accepted the notice of termination received from Pinnacle Foods and the previously announced transaction was terminated.

“By investing in Hillshire Brands and its collection of leading brands, we have a unique opportunity to transform an important segment of our business and position Tyson Foods to meet American consumers’ growing demand for protein at breakfast and throughout the day,” says Donnie Smith, president and CEO of Tyson Foods. “We operate in a competitive and complex marketplace that demands bold steps to remain an industry leader. I am confident that together Tyson Foods and Hillshire Brands have the right products and the right people to create years of enhanced shareholder value and ensure more choices for our customers and consumers.”