Hillshire Brands Board Authorizes Discussions with Pilgrim’s Pride and Tyson Foods

  Hillshire Brands Board Authorizes Discussions with Pilgrim’s Pride and Tyson
  Foods

Business Wire

CHICAGO -- June 3, 2014

The Hillshire Brands Company (NYSE: HSH) today announced that its Board of
Directors, after consultation with its independent legal and financial
advisors, has made the requisite determination under Hillshire Brands’ merger
agreement with Pinnacle Foods Inc. (NYSE: PF) to provide information to, and
conduct separate discussions with Pilgrim’s Pride Corporation (NASDAQ: PPC)
and Tyson Foods, Inc. (NYSE: TSN) with regard to their recent unsolicited
proposals.

As announced on Tuesday May 27, Pilgrim’s Pride proposed to acquire all of
Hillshire Brands’ outstanding common stock for $45.00 per share in cash. On
June 1, Pilgrim's Pride increased its offer to $55.00 per share in cash. On
May 29, Tyson Foods announced its proposal to acquire Hillshire Brands for
$50.00 per share in cash. Hillshire Brands is party to a merger agreement with
Pinnacle Foods pursuant to which Hillshire Brands agreed to acquire Pinnacle
Foods for per share consideration of $18.00 in cash and 0.5 shares of
Hillshire Brands common stock. Both the Pilgrim’s Pride and Tyson Foods
proposals are conditioned on the termination of the Pinnacle Foods merger
agreement. Hillshire Brands does not have the right to terminate the Pinnacle
Foods merger agreement on the basis of either of these proposals or enter into
an alternative acquisition agreement with either of these parties prior to
termination. There can be no assurance that any transaction will result from
these proposals.

The Hillshire Brands Board of Directors is not withdrawing, modifying,
withholding or qualifying its recommendation with respect to the Pinnacle
merger agreement and the merger, or proposing to do so, and is not making any
recommendation with respect to either the Pilgrim’s Pride or Tyson Foods
proposals.

Centerview Partners and Goldman, Sachs & Co. are acting as financial advisors
to Hillshire Brands, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as
its legal advisor.

About The Hillshire Brands Company

The Hillshire Brands Company (NYSE: HSH) is a leader in branded, convenient
foods. The company generated approximately $4 billion in annual sales in
fiscal 2013, has more than 9,000 employees, and is based in Chicago. Hillshire
Brands’ portfolio includes iconic brands such as Jimmy Dean, Ball Park,
Hillshire Farm, State Fair, Sara Lee frozen bakery and Chef Pierre pies, as
well as artisanal brands Aidells, Gallo Salame and Golden Island premium
jerky. For more information on the company, please visit
www.hillshirebrands.com.

Additional Information and Where to Find It

The proposed merger transaction involving Hillshire Brands and Pinnacle Foods
will be submitted to the respective stockholders of Hillshire Brands and
Pinnacle Foods for their consideration. In connection with the proposed
merger, Hillshire Brands will prepare a registration statement on Form S-4
that will include a joint proxy statement/prospectus for the stockholders of
Hillshire Brands and Pinnacle Foods to be filed with the Securities and
Exchange Commission (the “SEC”), and each will mail the joint proxy
statement/prospectus to their respective stockholders and file other documents
regarding the proposed transaction with the SEC. Hillshire Brands and Pinnacle
Foods urge investors and stockholders to read the joint proxy
statement/prospectus when it becomes available, as well as other documents
filed with the SEC, because they will contain important information. Investors
and security holders will be able to receive the registration statement
containing the proxy statement/prospectus and other documents free of charge
at the SEC’s web site, http://www.sec.gov. These documents can also be
obtained (when they are available) free of charge from Hillshire Brands upon
written request to the Investor Relations Department, 400 South Jefferson
Street, Chicago, Illinois 60607, telephone number (312) 614-8100 or from
Hillshire Brands’ website, http://investors.hillshirebrands.com, or from
Pinnacle Foods upon written request to the Investor Relations Department, 399
Jefferson Road, Parsippany, New Jersey, 07054, telephone number (973)
434-2924, or from Pinnacle Foods’ website, http://investors.pinnaclefoods.com.

Participants in Solicitation

Hillshire Brands, Pinnacle Foods and their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the respective stockholders
of Hillshire Brands and Pinnacle Foods in favor of the merger. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the respective stockholders of Hillshire
Brands and Pinnacle Foods in connection with the proposed merger will be set
forth in the joint proxy statement/prospectus when it is filed with the SEC.
You can find information about Hillshire Brands’ executive officers and
directors in its definitive proxy statement for its 2013 Annual Meeting of
Stockholders, which was filed with the SEC on September 12, 2013. You can find
more information about Pinnacle Foods’ executive officers and directors in its
definitive proxy statement for its 2014 Annual Meeting of Stockholders, which
was filed with the SEC on April 30, 2014. You can obtain free copies of these
documents from Hillshire Brands and Pinnacle Foods using the contact
information above.

Non-Solicitation

This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.

Contact:

The Hillshire Brands Company
Media:
Mike Cummins, 1-312-614-8412
Investors:
Melissa Napier, 1-312-614-8739
 
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