A special meeting of shareholders was held Sept. 24 in Richmond, Va. The votes cast in favor of the deal represent approximately 76 percent of Smithfield's total outstanding shares of common stock as of the record date of the meeting.
“We are pleased with the outcome of today's vote and thank all of our shareholders for their support," said C. Larry Pope, president and CEO of Smithfield. “This is a great transaction for all Smithfield stakeholders, as well as for American farmers and US agriculture. The partnership is all about growth, and about doing more business at home and abroad. It will remain business as usual — only better — at Smithfield, and we look forward to embarking on this new chapter.”
Under the terms of the agreement, Shuanghui will acquire all of Smithfield’s outstanding shares for $34 per share in cash. Once the deal closes, Smithfield's common stock will cease to be publicly traded and the company will be a wholly-owned subsidiary of Shuanghui International operating as Smithfield Foods. The agreement is subject to customary closing conditions, but the company expects to complete the acquisition by Sept. 26.
The affirming vote came after one Smithfield shareholder, Starboard Value LP, failed to assemble a higher bid for Smithfield. The company threatened to vote against acquisition on concerns that the deal with Shuanghui undervalued Smithfield. But Starboard, which owns a 5.7 percent stake in Smithfield, announced Sept. 20 that the New York-based hedge fund had failed to find a better offer.
In a filing with the Securities and Exchange Commission, Starboard Value said: “While we are confident that the Issuer could have received value in excess of that available pursuant to the proposed merger, we are not able to offer shareholders an alternative proposal at this time. Therefore, at this time, unless another proposal emerges, we plan on voting in favor of the proposed merger.”
At least one shareholder, David Payne, sued to stop the acquisition, and several law firms launched investigations into Smithfield's board of directors to determine whether the board breached its fiduciary duties to stockholders by failing to shop the company before entering into the agreement.
But Smithfield and Shuanghui scored several victories. The Committee on Foreign Investment in the United States approved the proposed acquisition on Sept. 6; and two proxy firms — Toronto, Ontario-based Glass Lewis & Co. and Institutional Shareholder Services — recommended Smithfield shareholders approve the buyout.