Institutional Shareholder Services recommended Smithfield shareholders approve the acquisition at a special shareholder vote scheduled for Sept. 24. ISS, which has financial services centers worldwide, is a leading provider of corporate governance solutions.
“The $34.00 per share cash offer provides shareholders with a considerable and certain premium to the company's standalone trading price,” ISS said in its report issued Sept. 11. “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.”
The Committee on Foreign Investment in the United States approved the proposed acquisition on Sept. 6. The transaction is expected to close by Sept. 26 following shareholder approval.
“We are pleased that the pending transaction has been endorsed by ISS,” said C. Larry Pope, president and CEO of Smithfield. “ISS recognizes the significant value that the proposed combination will deliver to all Smithfield shareholders. 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.”
Starboard Value LP, a New York-based hedge fund, said it would vote against the proposed buyout. The hedge fund 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. However, Jeffrey Smith, CEO of Starboard, said Starboard would approve the Shuanghui deal if a higher counter bid isn’t submitted.
