“The combination of Hillshire Brands and Pinnacle Foods brings together two highly complementary organizations with strong brands, skilled employees and lean cost structures,” said Sean Connolly, president and CEO of Hillshire Brands. “The acquisition creates a leading branded food company with enhanced scale, reach, and capabilities while providing margin expansion and strong EPS accretion.
“The new Hillshire Brands will have a strengthened position in frozen foods, new opportunities in the center store for our brands and in refrigerated for Pinnacle Foods’ brands. We believe our increased scale combined with a more diversified portfolio will deliver strong, consistent cash flows. This will enable us to continue to invest in our brands, enhance our portfolio, pursue value accretive M&A and deliver significant long-term value to our shareholders.”
Hillshire Brands is a maker of processed meats and frozen breakfast sandwiches. The company also recently acquired Van’s Natural Foods. The Pinnacle Foods portfolio of brands includes Duncan Hines baking mixes, Vlasic pickles, Wish-Bone salad dressings, Mrs. Butterworth’s and Log Cabin syrups, Armour canned meats, and Brooks and Nalley chilies.
“This compelling transaction offers Pinnacle Foods shareholders an immediate premium and the opportunity to participate in the tremendous potential of the combined organization,” said Bob Gamgort, CEO of Pinnacle Foods. “The complementary portfolios and strategic fit of these two companies create significant value for the shareholders of both organizations. Our common passion for developing innovative products and maintaining close ties with our customers will position the combined entity to deliver outstanding benefits for employees, customers and shareholders.”
Under the terms of the agreement, each share of Pinnacle Foods common stock will be exchanged for $18 and 0.5 shares of Hillshire Brands common stock. The implied purchase price based on an average established by the companies is $36.02 per share and represents an 18 percent premium to the price of Pinnacle Foods’ common stock based on the closing price on May 9, 2014, according to Hillshire Brands.
Hillshire Brands said the combination of companies is expected to be immediately accretive to earnings. By the end of year three, Hillshire Brands said it expects the combined company to achieve $140 million in estimated annual cost synergies primarily derived from supply chain enhancements and the consolidation of overhead expenses, and annual EPS accretion in excess of 15 percent.
