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Tyson announces merger with AdvancePierre Foods

Tyson considering sale of non-protein businesses.

Tyson Foods is reportedly exploring the sale of three non-protein businesses, the company reported on April 24, 2017. 

In February, Tyson Foods announced its strategy to sustainably feed the world with the fastest growing portfolio of protein packed brands. As the company focuses on its growth and value creation, it is exploring the sale of its Sara Lee Frozen Bakery business, the Kettle business and Van’s.

“Through our ongoing strategic planning process, we’re continuously looking at ways to maximize the effectiveness and growth potential of our protein-based portfolio of products,” said Tom Hayes, president and CEO of Tyson Foods. “The businesses we’re exploring to sell include well-respected brands, operations and product lines. With our protein-focused strategy, we believe other companies may be better positioned to unlock their value over time.”

Merger agreement

Tyson Foods and AdvancePierre Foods Holdings, Inc. announced on April 25, 2017, that they have entered into a definitive merger agreement pursuant to which a subsidiary of Tyson will launch a tender offer to acquire all of AdvancePierre’s outstanding common shares for $40.25 per share in cash.

The total enterprise value of the transaction, which has been approved by the boards of directors of both companies, is approximately $4.2 billion, including $3.2 billion in equity value and $1.1 billion in assumption of AdvancePierre debt. The offer price represents a 31.8% premium to AdvancePierre’s closing price on April 5, 2017, the most recent unaffected trading day, and a 41.6% premium to the company’s 60-day volume-weighted average trading price ending on April 5, 2017. 

Funds affiliated with Oaktree Capital Management, L.P., which own approximately 42%of the outstanding shares of AdvancePierre common stock, have entered into a tender and support agreement pursuant to which those funds have agreed to tender their AdvancePierre shares pursuant to the tender offer.

"The addition of AdvancePierre aligns with our strategic intent to sustainably feed the world with the fastest growing portfolio of protein packed brands," said Tyson President and CEO Tom Hayes. "This transaction will provide an attractive current premium to AdvancePierre shareholders as well as significant ongoing benefits to Tyson shareholders and the customers and team members of both companies. We are always prudently evaluating opportunities to leverage our strengths to drive future growth, whether by divesting non-core, non-protein focused assets – as announced yesterday – or by acquiring companies like AdvancePierre that enhance our capabilities in growing categories. We believe that AdvancePierre and Tyson are a natural strategic fit and together will accelerate growth for customers by delivering on-trend, high quality products consumers love.”

“We couldn’t be more delighted to join Tyson," said AdvancePierre president and CEO Christopher D. Sliva. "By combining our complementary, market-leading portfolios, both companies will realize greater opportunities. This combination will allow AdvancePierre to accelerate its growth and broaden its distribution network by leveraging Tyson’s existing distribution infrastructure and go-to-market capabilities. Importantly, the transaction also offers compelling and certain value for our shareholders and will provide long-term benefits for our team members and customers.” 

Compelling Strategic and Financial Rationale

  • Joins market leaders with complementary product portfolios. AdvancePierre is a leading national producer of ready-to-eat lunch and dinner sandwiches, sandwich components and snacks, with product categories that are complementary to Tyson’s current offerings. This acquisition will further Tyson’s strategic intent to sustainably feed the world with its fast-growing portfolio of protein-packed brands.
  • Furthers Tyson’s leadership in prepared foods segment. AdvancePierre’s product portfolio fits well with Tyson’s strategy to expand its fresh prepared foods offering for both out-of-home and in-home eating occasions. The collective portfolio of sandwiches, sandwich components, entrees and snacks will extend Tyson’s core strength into the fast-growing convenience and retail perimeter with solutions that span all-day parts.
  • Enhances Tyson’s financial profile. The acquisition is expected to be immediately accretive to Tyson’s earnings per share on both a GAAP and cash basis, excluding one-time costs. Based on the most recent filings by both companies, the combined initial net debt to adjusted EBITDA ratio would be approximately 2.7x, which Tyson expects to be reduced steadily by its strong cash flow, including any divestiture proceeds, supporting Tyson’s commitment to its investment-grade credit profile.
  • Creates significant cost and revenue synergies. Tyson expects the transaction will result in cost synergies of approximately $200 million, to be fully realized within three years. Cost synergies will be created by a consolidated manufacturing footprint, procurement efficiencies, distribution network consolidation, and addressing redundant sales and marketing functions and duplicative corporate overhead. 

Financing Structure
The transaction is not subject to a financing condition. Tyson has secured committed bridge financing from Morgan Stanley Senior Funding, Inc. to complete the transaction and retire AdvancePierre’s debt. The tender offer will be subject to customary conditions, including the tender of a majority of the outstanding AdvancePierre shares pursuant to the offer and receipt of required regulatory approvals and is expected to close in the third quarter of Tyson’s fiscal 2017.

Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Tyson and Davis Polk & Wardwell LLP is serving as Tyson’s legal advisor. Credit Suisse Securities (USA) LLC and Moelis & Company LLC are serving as financial advisors to AdvancePierre and Skadden, Arps, Slate, Meagher & Flom LLP is serving as AdvancePierre’s legal advisor. Latham & Watkins LLP is serving as Oaktree’s legal advisor.

About Tyson Foods
Tyson Foods, Inc., with headquarters in Springdale, Arkansas, is one of the world's largest food companies.

About AdvancePierre Foods
AdvancePierre Foods Holdings, Inc., headquartered in Cincinnati, Ohio, is a leading national producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks to a wide variety of distribution outlets including foodservice, retail and convenience store providers.

Source: Tyson Foods

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