Hillshire Brands confirms receipt of offer from Tyson Foods of US$63/share in cash, says it has not yet approved offer

CHICAGO , June 9, 2014 (press release) – The Hillshire Brands Company (NYSE: HSH) today confirmed that it has received a unilateral binding offer from Tyson Foods, Inc. (NYSE: TSN) to acquire all of the outstanding common shares of Hillshire Brands for $63.00 per share in cash. The Tyson Foods offer by its terms remains in place until the earlier of the termination of the Hillshire Brands/Pinnacle merger agreement or December 12, 2014.

As previously announced on June 3, 2014, the Hillshire Brands board, after consultation with its independent legal and financial advisors, made the requisite determination under its agreement with Pinnacle Foods to commence discussions and negotiations with Pilgrim’s Pride and Tyson Foods regarding their unsolicited proposals to acquire the company.

The Hillshire Brands board of directors has not approved the Tyson Foods offer, has not changed its recommendation regarding the Pinnacle merger and is not making any recommendation with respect to the Tyson offer. Hillshire Brands does not have the right to terminate the merger agreement with Pinnacle Foods on the basis of the Tyson Foods offer or enter into an agreement with Tyson Foods prior to its termination. There can be no assurance that any transaction will result from the Tyson Foods offer.

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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