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Monday, September 1, 2014
Tyson, Hillshire extend tender offer to purchase shares again
Tyson Foods Inc. and Hillshire Brands announced that Tyson 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 $63.00 per share in cash, without interest. The offer, which was previously scheduled to expire at 12:00 a.m. ET at the end of Tuesday, Aug. 26, has been extended until 12:00 a.m. ET at the end of Wednesday, Aug. 27, unless it is extended further under the circumstances set forth in the merger agreement.
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 from the Antitrust Division of the Department of Justice on Aug. 12 in connection with the transaction. Tyson and Hillshire Brands are continuing to work 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 Sept. 27.
Computershare Trust Company, N.A., the depositary for the offer, has advised Tyson and Hillshire Brands that, as of 5:00 p.m. ET on Aug. 25, approximately 66,252,016 shares of common stock of Hillshire Brands (not including 306,261 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notice of guaranteed delivery for which shares have not yet been delivered) had been validly tendered and not validly withdrawn pursuant to the offer, representing approximately 53 percent of Hillshire Brands' outstanding shares.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.