Pierre Foods, Inc. (Nasdaq: FOOD) today announced that its Board of Directors, acting upon a recommendation of a Special Committee of the Board, has approved a definitive agreement and plan of share exchange with PF Management, Inc., a management group that reportedly owns 63% of the company's outstanding common stock. The agreement, signed yesterday, calls for PF Management to purchase, for $1.21 per share, all shares of Pierre Foods common stock owned by unaffiliated investors.