Tyson Foods has commenced a cash tender offer for all outstanding shares of common stock of The Hillshire Brands Company at a price of $63 per share. The tender offer is being made pursuant to the previously announced merger agreement dated July 1 among the two companies and HMB Holdings, a wholly-owned subsidiary of Tyson Foods.
The tender offer period will expire at the end of the day on August 12, unless the offer is extended.
Tyson Foods has filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (SEC). HMB Holdings is the acquirer in the tender offer. The offer to purchase contained within the Schedule TO sets out the terms and conditions of the tender offer.
Hillshire Brands has also filed a solicitation/recommendation statement with the SEC, which includes the recommendation of the Hillshire board of directors that Hillshire Brands stockholders tender their shares in the tender offer.
Following successful completion of the tender offer, any shares not acquired in the tender offer will be acquired in a second-step merger at the same $63 per share cash price. Closing of the tender offer is conditioned upon customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and there being validly tendered and not validly withdrawn a number of shares of Hillshire common stock equal to at least two-thirds of the total outstanding shares of Hillshire common stock. The offer is not subject to any financing condition.
The complete terms and conditions are set out in the offer to purchase, which was filed with the SEC on July 16. Hillshire Brands stockholders may obtain copies of all of the offering documents, including the offer to purchase, free of charge at the SEC website.