Smithfield Foods, Inc. (NYSE: SFD) yesterday announced a transaction that will result in Schneider Corporation becoming wholly owned by Smithfield Foods. Through its subsidiary Smithfield Canada Limited, Smithfield Foods currently owns indirectly all of the common shares and approximately 60% of the Class A shares of Schneider.
Smithfield Foods is proposing the transaction following discussions with certain institutional shareholders of Schneider that want to convert their holdings in Schneider into an investment in Smithfield Foods. These shareholders hold an aggregate of 2.37 million Schneider Class A shares (or approximately 91% of the public float) and have entered into irrevocable agreements with Smithfield Foods to tender all of their Schneider Class A shares to the Smithfield offer.
Under the terms of the transaction, Smithfield Canada will offer to acquire all of the Class A shares of Schneider not owned by Smithfield Canada on the basis of 0.5415 of an exchangeable share of Smithfield Canada or, at Smithfield Foods’ option, 0.5415 of a share of Smithfield Foods common stock for each Class A share. Each whole exchangeable share of Smithfield Canada is exchangeable for one share of Smithfield Foods common stock. On April 23, 2001, the closing prices for Smithfield Foods common stock and the Schneider Class A shares were U.S.$37.23 and Cdn$20.75 respectively.
Completion of the offer will be conditional upon, among other things, at least 90% of the outstanding Class A shares, other than the Class A shares held by Smithfield Canada and its affiliates, being deposited in acceptance of the offer and the receipt of all necessary regulatory approvals.
Smithfield Foods was ranked the number two Fortune 500 food stock in total return to investors and placed in the top quartile in total return to investors among all Fortune 500 companies over the past 10 years. With annual sales of $5.2 billion, Smithfield Foods is the leading processor and marketer of fresh pork and processed meats in the United States, as well as the largest producer of hogs. For more information, please visit http://www.smithfieldfoods.com .
FORWARD LOOKING INFORMATION
This news release may contain “forward-looking” information within the meaning of the federal securities laws. The forward-looking information may include statements concerning the Company’s 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. The 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 statements. These risks and uncertainties include availability and prices of live hogs, raw materials and supplies, live hog production costs, product pricing, the competitive environment and related market conditions, operating efficiencies, access to capital, the cost of compliance with environmental and health standards, adverse results from ongoing litigation and actions of domestic and foreign governments.