Pilgrim's Pride offers to buy Hillshire Brands for $5.58B if Pinnacle deal is scrapped

Photo: The Canadian Press. All rights reserved.

FILE - This Monday, Feb. 7, 2011, file photo shows Hillshire Farm products at Quality Market in Barre, Vt. Pilgrim's Pride on Tuesday, May 27, 2014 said it is offering to acquire meat producer Hillshire Brands in a deal worth about $5.58 billion. (AP Photo/Toby Talbot, File)

NEW YORK, N.Y. - Pilgrim's Pride launched a takeover bid for Hillshire Brands on Tuesday that would expand its business beyond fresh and frozen chicken into a variety of packaged meats, including Ball Park hot dogs and Jimmy Dean sausages.

The $5.58 billion offer could derail Hillshire's plans to buy Pinnacle Foods, which makes Birds Eye frozen vegetables, Duncan Hines cake mixes and Hungry Man frozen dinners. Hillshire had announced the $4.23 billion deal earlier this month as a way to expand into different parts of the supermarket.

But Pilgrim's Pride says its offer of $45 per share for Hillshire is "substantially superior" and would allow the companies to cut costs by merging some operations and become a "protein leader" that sells more types of meat.

"As you are well aware, it has long been our desire to acquire the company," Pilgrim's said in a public letter to Hillshire CEO Sean Connolly.

In a statement, Hillshire said it continues to strongly believe in the "strategic merits and value creation potential" of its deal with Pinnacle Foods. The Chicago-based company said it would review Pilgrim's proposal as part of its fiduciary duties.

Pilgrim's Pride, which is majority-owned by Brazilian meat company JBS, wants to focus more heavily on branded products, which are more profitable than selling private-label meats to supermarkets and food-service outlets.

Hillshire, which has been struggling with weak sales, is looking for ways to boost its results, including by focusing on products like its Jimmy Dean breakfast sandwiches that aren't made up entirely of meat. Its shares were up nearly 23 per cent to $44.43 in morning trading.

Pilgrim's Pride's offer represents a 24 per cent premium to Hillshire's closing price Friday of $36.23. Hillshire has 124 million shares outstanding, according to SEC filings. Pilgrim's Pride values the deal at $6.4 billion, when debt is included.

The company noted that Hillshire's deal with Pinnacle lets it consider proposals that might be more favourable to Hillshire stockholders. Some have questioned the value of Hillshire's acquisition of Pinnacle, noting that many of Pinnacle's brands have faced weak sales growth and that the products of the two companies wouldn't necessarily be compatible.

J.P. Morgan analyst Ken Goldman said in a note to investors that he thought "joining two protein companies makes a lot more sense than marrying a meat company with one that has a focus on frozen vegetables."

Pilgrim's Pride, based in Greeley, Colorado, says the deal could close in the third quarter of 2014 if Hillshire calls off its deal with Pinnacle. It said it would pay the $163 million termination fee required to end that deal.

Pinnacle didn't respond to request for comment. Its shares fell 6 per cent to $31.19.

Pilgrim's Pride said it will finance its deal with cash on hand and new debt.

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