Hillshire Brands withdraws recommendation of pending merger with Pinnacle Foods
The Hillshire Brands Co. announced that its board of directors has unanimously determined to withdraw its recommendation of the pending acquisition of Pinnacle Foods Inc. In light of the previously disclosed $63.00 per share all-cash unilaterally-binding proposal from Tyson Foods Inc. to acquire Hillshire Brands, and after consultation with outside legal counsel, the Hillshire Brands board in good faith determined that it would be inconsistent with their duties as directors of Hillshire Brands to fail to withdraw its recommendation of the Pinnacle Foods acquisition. The Hillshire Brands board now recommends a vote against the Pinnacle Foods transaction.
The Hillshire Brands board determined, in consultation with its outside financial and legal advisors, that the Tyson Foods takeover proposal constitutes a Superior Proposal as contemplated by the merger agreement with Pinnacle Foods. That determination means in general terms that the board has determined, in good faith, that the Tyson Foods proposal would, if consummated, result in a transaction that is more favorable to its stockholders from a financial point of view than the Pinnacle Foods acquisition. In accordance with the terms of the Pinnacle Foods agreement, on June 9, 2014, the Hillshire Brands board provided written notice to the board of Pinnacle Foods that it intended to change its recommendation. Upon receipt of that notification, under the terms of the merger agreement with Pinnacle Foods, Pinnacle Foods could propose changes to the merger agreement such that the Tyson Foods offer would no longer constitute a Superior Proposal. Pinnacle Foods made no such proposal.