Hillshire Brands authorizes discussions with Pilgrim's Pride and Tyson Foods regarding its takeover offers, says both proposals conditioned on Hillshire terminating its merger agreement with Pinnacle Foods

Nevin Barich

CHICAGO , June 3, 2014 (press release) – The Hillshire Brands Company (NYSE: HSH) today announced that its Board of Directors, after consultation with its independent legal and financial advisors, has made the requisite determination under Hillshire Brands’ merger agreement with Pinnacle Foods Inc. (NYSE: PF) to provide information to, and conduct separate discussions with Pilgrim’s Pride Corporation (NASDAQ: PPC) and Tyson Foods, Inc. (NYSE: TSN) with regard to their recent unsolicited proposals.

As announced on Tuesday May 27, Pilgrim’s Pride proposed to acquire all of Hillshire Brands’ outstanding common stock for $45.00 per share in cash. On June 1, Pilgrim's Pride increased its offer to $55.00 per share in cash. On May 29, Tyson Foods announced its proposal to acquire Hillshire Brands for $50.00 per share in cash. Hillshire Brands is party to a merger agreement with Pinnacle Foods pursuant to which Hillshire Brands agreed to acquire Pinnacle Foods for per share consideration of $18.00 in cash and 0.5 shares of Hillshire Brands common stock. Both the Pilgrim’s Pride and Tyson Foods proposals are conditioned on the termination of the Pinnacle Foods merger agreement. Hillshire Brands does not have the right to terminate the Pinnacle Foods merger agreement on the basis of either of these proposals or enter into an alternative acquisition agreement with either of these parties prior to termination. There can be no assurance that any transaction will result from these proposals.

The Hillshire Brands Board of Directors is not withdrawing, modifying, withholding or qualifying its recommendation with respect to the Pinnacle merger agreement and the merger, or proposing to do so, and is not making any recommendation with respect to either the Pilgrim’s Pride or Tyson Foods proposals.

Centerview Partners and Goldman, Sachs & Co. are acting as financial advisors to Hillshire Brands, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal advisor.

About The Hillshire Brands Company

The Hillshire Brands Company (NYSE: HSH) is a leader in branded, convenient foods. The company generated approximately $4 billion in annual sales in fiscal 2013, has more than 9,000 employees, and is based in Chicago. Hillshire Brands’ portfolio includes iconic brands such as Jimmy Dean, Ball Park, Hillshire Farm, State Fair, Sara Lee frozen bakery and Chef Pierre pies, as well as artisanal brands Aidells, Gallo Salame and Golden Island premium jerky. For more information on the company, please visit www.hillshirebrands.com.

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