Tyson And Hillshire Brands Announce Extension oOf Tender Offer For Shares Of Hillshire Brands
Tyson Foods, Inc. (NYSE: TSN) ("Tyson") and The Hillshire Brands Company (NYSE: HSH) ("Hillshire Brands") today 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, subject to any withholding of taxes required by applicable law and upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 16, 2014 (the "Offer"). Pursuant to the Agreement and Plan of Merger, dated July 1, 2014, by and among Tyson, HMB Holdings, Inc. and Hillshire Brands (the "Merger Agreement"), the Offer, which was previously scheduled to expire at 12:00 midnight, New York City time, at the end of Tuesday, August 26, 2014, has been extended until 12:00 midnight, New York City time, on Wednesday, August 27, 2014, unless it is extended further under the circumstances set forth in the Merger Agreement. All terms and conditions of the Offer shall remain unchanged during the extended period.
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 ("HSR Act"). As previously announced, Tyson and Hillshire Brands each received a request for additional information, often referred to as a "second request," from the Antitrust Division of the Department of Justice (the "Antitrust Division") on August 12, 2014 in connection with the transaction. Tyson and Hillshire Brands are continuing to work expeditiously 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 September 27, 2014.
Computershare Trust Company, N.A., the depositary for the Offer, has advised Tyson and Hillshire Brands that, as of 5:00 p.m., New York City time, on August 25, 2014, 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notice of guaranteed delivery for which shares have not yet been delivered) had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 53% of Hillshire Brands' outstanding shares.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.
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