SMITHFIELD, Va. – After several months of review and deliberation, the Committee on Foreign Investment in the United States approved the proposed acquisition of Smithfield Foods, Inc. by Hong Kong-based Shuanghui International Holdings, Ltd. on Sept. 6.
The Smithfield, Va.-based pork processor also announced the deal received governmental merger clearance in Ukraine. The transaction remains subject to approval by Smithfield shareholders and other customary closing conditions. Shareholders will vote on the acquisition Sept. 24 in Richmond, Va. Shuanghui is offering to acquire Smithfield for approximately $7.1 billion, including assumption of debt. Under the terms of the agreement, Shuanghui will acquire all of Smithfield’s outstanding shares for $34 per share in cash.
"This transaction will create a leading global animal protein enterprise," said Zhijun Yang, CEO of Shuanghui International. "Shuanghui International and Smithfield have a long and consistent track record of providing customers around the world with high-quality food, and we look forward to moving ahead together as one company."
CFIUS is an interagency committee that reviews proposed foreign acquisitions of US companies for potential national security concerns. A bipartisan group of US Senators, concerned about potential risks the acquisition posed to food safety, asked the US Department of Treasury to include the US department of Agriculture and the Food and Drug Administration in the CFIUS review process.
The transaction is expected to close soon after a positive vote from Smithfield shareholders. However, Starboard Value LP, a New York-based hedge fund, plans to vote against the proposed buyout. Starboard owns a 5.7 percent stake in Smithfield making it one of the processor's larger investors. Starboard is trying to assemble a counter bid.
Smithfield's board may consider alternative offers that are submitted before shareholder approval of the Shuanghui proposal. Jeffrey Smith, CEO of Starboard, said the company's goal is for a third party to deliver a binding definitive agreement before the Nov. 29, 2013 deadline, and possibly before the shareholder vote. However, Smith said Starboard would approve the Shuanghui deal if a higher counter bid isn’t submitted.