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Monday, August 25, 2014
Tyson Foods, Hillshire again extend tender offer
Tyson Foods has extended the offering period of its previously announced tender offer to purchase all of the outstanding shares of common stock of Hillshire Brands for $63 per share in cash, without interest and subject to any withholding of taxes required by applicable laws. Pursuant to the agreement where Tyson Foods would purchase Hillshire Brands for an estimated price of $8.55 billion, the offer, which was previously scheduled to expire at the end of the day on August 19, has been extended until the end of the day on August 26, unless it is extended further under the circumstances set forth in the merger agreement.
The offering period has already been extended, having earlier been set to expire on August 12.
All terms and conditions of the offer shall remain unchanged during the extended period.
The offer has been extended to allow additional time for the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. As previously announced, Tyson and Hillshire Brands each received a request for additional information, often referred to as a "second request," from the Antitrust Division of the Department of Justice (the "Antitrust Division") on August 12, in connection with the transaction. Tyson and Hillshire Brands are continuing to work expeditiously to resolve this matter with the Antitrust Division and expect that the transaction, which remains subject to customary closing conditions, will be completed by or before September 27, the last day of Tyson Foods’ fiscal year.
Computershare Trust Company, N.A., the depositary for the offer, has advised Tyson and Hillshire Brands that, as of August 19, approximately 91.3 million shares of common stock of Hillshire Brands (not including 9.1 million shares tendered by notice of guaranteed delivery for which shares have not yet been delivered) had been validly tendered and not validly withdrawn pursuant to the offer, representing approximately 73 percent of Hillshire Brands' outstanding shares. Shareholders who have already tendered their shares of common stock of Hillshire Brands do not have to re-tender their shares or take any other action as a result of the extension of the new expiration date of the offer.