Source: Michael Fielding, MEATINGPLACE, 9/12/13


Smithfield Foods, Inc. announced Thursday that Institutional Shareholder Services (ISS), an independent proxy voting and corporate governance advisory firm, recommends that company shareholders vote for the proposed merger with Shuanghui International Holdings Limited at Smithfield's special meeting of shareholders scheduled for 9 a.m. on Sept. 24.

Under the terms of the agreement, Smithfield shareholders will receive $34 per share in cash for each share of Smithfield common stock that they own. Upon closing of the transaction, Smithfield's common stock will cease to be publicly traded, and the company will be a wholly-owned subsidiary of Shuanghui International Holdings Limited, operating as Smithfield Foods.

According to a news release from Smithfield, ISS stated in Wednesday’s report:

"The $34.00 per share cash offer provides shareholders with a considerable and certain premium to the company's standalone trading price. The certainty of the deal's closure has also improved considerably over the last several months, as Shuanghui secured its committed financing and the merger received regulatory approval under HSR and CFIUS. Given the board's eagerness to consummate the merger before year end, the receipt of the consideration in the near future appears increasingly certain."

"ISS recognizes the significant value that the proposed combination will deliver to all Smithfield shareholders,” C. Larry Pope, president and chief executive officer of Smithfield, said in the release. “We look forward to completing this transaction and beginning a new chapter in Smithfield's long and successful history. On behalf of the entire Board of Directors, I urge all Smithfield shareholders to vote for the proposal to approve the merger agreement."

Following receipt of shareholder approval, the company expects to complete the transaction by Sept. 26.

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