Tyson Raises Hillshire Bid to $7.7 Billion

Tyson Foods Inc., the largest U.S. meat company, raised its offer for Hillshire Brands Co. to about $7.7 billion, outbidding Pilgrim’s Pride Corp. for the maker of Jimmy Dean sausages and Ball Park hot dogs.

Tyson is offering $63 a share, the Springdale, Arkansas-based company said today in a statement. Pilgrim’s said separately it withdrew its $55-a-share proposal.

Hillshire said it hasn’t made any recommendation on the Tyson offer nor changed its agreement to buy Pinnacle Foods Inc. Both Pilgrim’s Pride and Tyson had insisted when agreeing to enter talks with Hillshire that it would drop the Pinnacle deal.

Tyson outbid Pilgrim’s, the chicken producer 75 percent owned by Brazil’s JBS SA, which had the high offer previously at $55 a share. After the bidding reached that level, Hillshire agreed to enter talks with both suitors.

The contest for Hillshire illustrates traditional meatpackers’ desire to gain consumer brands that offer fatter profit margins than those available from slaughtering livestock. Tyson, led by Chief Executive Officer Donnie Smith, is looking to expand further into branded, value-added packaged foods that have wider margins and more stable earnings compared with its traditional commodity meat business.

Pinnacle Foods

Hillshire, known as Sara Lee Corp. before splitting off its tea and coffee segment in June 2012, has focused since the spinoff on improving lunch-meat quality, creating new hot dog varieties and winning over more customers with lower-calorie breakfast sandwiches. Combining Tyson and Hillshire will create a company with $39.4 billion of annual sales and $1.2 billion of net income, according to data compiled by Bloomberg based on trailing 12-month figures.

Hillshire rose 5.3 percent to $62.06 in New York. Tyson dropped 6.5 percent to $37.50, the biggest decline in almost four months.

Hillshire agreed May 12 to buy Pinnacle, the producer of brands including Vlasic pickles, for $6.6 billion including debt. Under terms of that deal, Hillshire would owe a $163 million breakup fee.

Tyson made an unsolicited $50-a-share, or $6.2 billion, offer for Hillshire on May 29, trumping Pilgrim’s first proposal. That was 35 percent more than Hillshire’s closing price before it received Pilgrim’s unsolicited proposal May 27. Buying Hillshire would be Tyson’s biggest deal, surpassing its 2001 acquisition of beef producer IBP Inc., according to data compiled by Bloomberg.

‘Low Debt’

“It makes a lot of financial sense to buy Hillshire now that they have low debt levels, they have very strong cash flow,” Bryan Agbabian, San Francisco-based sector head for agricultural equities for Allianz Global Investors, said by phone earlier.

Tyson said today that the takeover would “marginally” add to its earnings per share in the first full year after the deal’s completion. The company has bridge financing arranged by Morgan Stanley and JPMorgan Chase & Co. The two investment banks are Tyson’s financial advisers on the bid and Davis Polk & Wardwell LLP is its legal counsel.

Including net debt, Tyson’s bid is worth $8.55 billion, according to the company. Tyson said it’s prepared to sell debt and equity to finance the deal. It expects to use the combined companies’ cash flow to pay down its borrowings “rapidly” while keeping an investment-grade credit rating.

Hillshire has net debt of $553 million, according to data compiled by Bloomberg. It had free cash flow of $174 million in the 12 months through March, the data shows.

(An earlier version of this story was corrected to show Hillshire hadn’t agreed to Tyson’s latest offer.)

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