Pork producer Smithfield Foods and hot dog brand Nathan’s Famous have entered into a definitive merger agreement for Smithfield Foods to acquire all of Nathan’s Famous’ issued and outstanding shares for $102 per share in cash, which represents an enterprise value of approximately $450 million.

Since March 2014, Smithfield Foods has held an exclusive license from Nathan’s Famous within the United States, Canada and Sam’s Clubs in Mexico for Smithfield to manufacture, distribute, market and sell “Nathan’s Famous” branded hot dogs, sausages, corned beef and certain other ancillary products through the retail channel, and to manufacture and distribute “Nathan’s Famous” branded hot dog and sausage products for the foodservice channel. The license is scheduled to expire in March 2032.

Successfully closing the acquisition will secure Smithfield’s rights to this brand into perpetuity and enable it to maximize the Nathan’s Famous brand growth across the retail and foodservice channels.

“The Nathan’s Famous acquisition is a meaningful step in the progression of Smithfield Foods allowing us to own all of the top brands in our Packaged Meats portfolio and unlock new growth opportunities for our largest segment,” said Smithfield President and CEO Shane Smith. “Since entering into our licensing agreement in 2014, we have made significant investments to build and grow the Nathan’s Famous brand. With our manufacturing scale, marketing strength, product innovation capabilities, and retail and foodservice channel expertise, acquiring Nathan’s Famous will allow us to take the brand to new heights.”

The transaction represents a valuation of approximately 12.4x Nathan’s Famous’s LTM adjusted EBITDA² and a multiple of approximately 10.0x post-synergies. Smithfield Foods expects to achieve annual cost synergies of approximately $9 million by the second anniversary of the deal closing.

Eric Gatoff, CEO of Nathan’s Famous said, “This combination is a natural fit and provides a compelling valuation for Nathan’s Famous stockholders. As a long-time partner, Smithfield has demonstrated an outstanding commitment to investing in and growing our brand while maintaining the utmost quality and customer service standards.”

The acquisition of Nathan’s Famous will be immediately accretive to Smithfield’s adjusted diluted earnings per share from continuing operations attributable to Smithfield and is expected to bolster its growth strategy by:

• Securing long-term sales and cash flows from the iconic Nathan’s Famous brand into perpetuity
• Driving growth of the high margin Packaged Meats segment by harnessing the powerful Nathan’s Famous brand and fueling it with an expanded portfolio of innovative products that build customer awareness across Smithfield’s well-established retail and foodservice sales channels
• Increasing foodservice sales volume by placing this channel under the direct management of Smithfield’s expert team and leveraging Smithfield’s established, scaled infrastructure
• Improving operating efficiencies by generating anticipated annual run-rate cost synergies of approximately $9 million by the second anniversary of the transaction closing.

Transaction timing and details

Under the terms of the definitive merger agreement, Smithfield Foods will acquire all of Nathan’s Famous’ issued and outstanding shares of its common stock for $102.00 per share in an all cash transaction.

The Board of Directors of Nathan’s Famous approved the merger agreement with Smithfield Foods and agreed to recommend that the Nathan’s Famous stockholders vote to adopt the merger agreement.

The transaction is not subject to a financing contingency and will be funded by cash on hand. The closing of the transaction is expected to occur in the first half of 2026, subject to satisfaction of certain conditions set forth in the merger agreement, including obtaining approval by the holders of a majority of the outstanding Nathan’s Famous common stock, expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, approval from the Committee on Foreign Investment in the United States (CFIUS), and other customary closing conditions. The definitive merger agreement permits the Nathan’s Famous’ Board of Directors to declare and pay two regular quarterly cash dividends during the period pending closing.

Members of the Nathan’s Famous Board of Directors who in the aggregate own or control approximately 29.9% of the outstanding shares of Nathan’s Famous common stock have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of common stock of Nathan’s Famous in favor of the transaction.

Goldman Sachs acted as financial advisor to Smithfield Foods and Hunton Andrews Kurth LLP acted as legal counsel. Jefferies acted as financial advisor and Akerman LLP acted as legal counsel for Nathan’s Famous.

Source: Smithfield Foods