wh ltd & smithfield foods_veer berea_2014320.pdf

7/21/2019 WH Ltd & Smithfield Foods_Veer Berea_2014320.pdf

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Shuanghui International Holdings Limited: Smithfield Foods Acquisition

Author : Veer Berea, 2014320

Length : 5 Pages

Discipline : Finance

Description: The case documents a high profile cross border acquisition by a Chinese

company of a US company.

Learning Objective: To learn about the various strategies and processes for a high profile

merger to take place.

Subject Covered: Mergers and Acquisitions



"Today marks an exciting new chapter for both of our proud organizations as we formally begin a

partnership that will benefit our customers, employees, producers and partners. Together we look

forward to utilizing our individual strengths, including Shuanghui's extensive distribution network in

China and Smithfield's leading production and safety protocols, to provide safe, high-quality products

to consumers worldwide."

Wan Long, Chairman, Shuanghui International

On September 26, 2013 Smithfield Foods announced the completion of its acquisition by

Shuanghui International Holdings Limited, which is now named WH Group Limited. WH

Group is the majority shareholder of Henan Shuanghui Investment & Development Co.,

which is China's largest meat processing enterprise and China's largest publicly traded meat

products company. Under the terms of the definitive merger agreement, WH Group acquired

all of the outstanding shares of Smithfield Foods for US $34.00 per share in cash.

Smithfield's common stock on the New York Stock Exchange (NYSE) has ceased to be

publicly traded. Smithfield is a wholly owned independent subsidiary of WH Group Limited,operating as Smithfield Foods.

The deal was worth US$ 7.1 billion, of which US$ 4 billion came from an eight-member

consortium led by Bank of China (BOC). It is the most expensive acquisition by a non-state

Chinese company overseas and also the largest Chinese investment in the United States.

Shuanghui proposed buying all of Smithfield's circulating stock for US$ 4.7 billion at US$ 34

per share. It will also assume the firm's US$ 2.4 billion in debt.

Analysts said the acquisition will help Shuanghui gain experience in pig breeding, branding

and industry chain management, and get access to abundant meat resources. Smithfield will

be financially stronger and better positioned in global competitions.

Shuanghui International Holdings Limited/WH Group Limited:

Shuanghui International Holdings Limited is a Hong Kong-based privately held company that

owns a variety of businesses that include food and logistics enterprises. Shuanghui

International and its subsidiaries are the majority shareholders of China's largest meat

processor, Henan Shuanghui Investment & Development Co. Ltd. which is publicly listed on

the Shenzhen Stock Exchange under the ticker symbol 000895.

Shuanghui Group is headquartered in Luohe, Henan, China. Known as Shineway Group in

English-speaking countries, the company's businesses includes hog raising, consumer meat

products, flavoring products, and logistics.

Shuanghui has 13 facilities that produces more than 2.7 million tons of meat per year. It

slaughters more than 15 million pigs a year, but only raises about 400,000 – the rest are

purchased from suppliers. It had revenue of US$6.24 billion in 2012. The company holds

more than 500 patents and produces 1,000 different products.



Wan Long, nicknamed China's "number one butcher" because of the large number of pigs the

company slaughtered, is the chairman of Shuanghui. As of May 2013, Zhijun Yang is the

managing director. The company employes over 60,000 people and is 30% employee owned.

In 2014, Shuanghui Group changed its name to WH Group Ltd.

Smithfield Foods:

Smithfield Foods is a $13 billion global food company and the world's largest pork processor

and hog producer. In the United States, the company is also the leader in numerous packaged

meats categories with popular brands including Smithfield®, Eckrich®, Farmland®,

Armour®, Cook's®, Gwaltney®, John Morrell®, Kretschmar®, Curly's®, Carando®,

Margherita®, and Healthy Ones®. Smithfield Foods is committed to providing good food in

a responsible way and maintains robust animal care, community involvement, employee

safety, environmental, and food safety and quality programs.

Headquartered in Smithfield, Virginia, it runs facilities in 26 U.S. states, including the largest

slaughterhouse and meat-processing plant in the world, located in Tar Heel, North Carolina.

It also has operations in Mexico and in 10 European countries, with a global total of over

46,000 employees.

Smithfield was founded in 1936 by Joseph W. Luter and his son as the Smithfield Packing

Company, now its largest subsidiary. It was able to grow as a result of its highly

industrialized pig production, raising the animals using a vertical integration system of

production that enables the company to control their development from conception to

packing. Thousands of livestock are housed together in barns with metal roofs, known asconcentrated animal feeding operations, where they are permanently confined.

The company raises around 15 million pigs a year and processes 27 million, producing over

six billion pounds of pork. It was the top pig slaughter operation in the United States in 2007,

at 114,300 pigs a day, and along with three other companies slaughtered 56% of the cattle

processed there until it sold its beef group in 2008. C. Larry Pope is the president and chief

executive officer.

Shuanghui International Holdings Limited/WH Group Limited’s Motive to Acquire:

The purpose of the tie-up is to export more of Smithfield's output by drawing on Smithfield'soperational excellence, particularly in quality standards and in branding in order to grow its

business and to feed rising demand in China, the world's biggest pork market, and not toimport Chinese meat into the U.S.

The proposed deal marked the effort by a Chinese company to strike a foreign acquisitionaimed at securing access to resources that can drive China's economy — the world's secondlargest. In the past, its focus has largely fallen on the mining and oil industries and less onfood.

If the environmental analysis is correct, the Shuanghui purchase of Smithfield is a harbingerof things to come. Pressured by the catastrophic consequences of environmental degradation,



Chinese food producers will have no choice but set their sights abroad. No doubt, this will present great business opportunities for many. The Smithfield deal will help China get what itdesperately needs: respect, through the Smithfield brand. Chinese officials have been stungover and over by food safety scandals and were utterly embarrassed earlier this year whendead pigs were found floating in rivers near Shanghai.

Smithfield Foods’ Motive to Get Acquired:

The purpose of the merger is to allow Smithfield to continue to grow as a leader in the meatindustry. Together with WH Group, Smithfield will export safe, high-quality products tomeet the growing demand of pork in China. The merger creates a company with anunmatched set of assets, products and geographic reach that will benefit the entire SmithfieldFoods family. WH Group’s distribution network in China will allow the American porkindustry, through Smithfield Foods, increased access to new markets and consumers.

Hog production will remain domestic.

The Deal:

Smithfield Foods $4.7 billion sale to Shuanghui International Holdings Ltd wascompleted on 26th September 2013.

The closely watched transaction, valued at $7.1 billion including debt.

More than 96 percent of the votes cast at a special Smithfield shareholder meetingwere in favour of the acquisition. The votes cast represented 76 percent ofSmithfield's outstanding common shares.

Under the terms of the deal, Smithfield shareholders will receive $34 cash for each

share of Smithfield common stock they own, a 31% premium to the price at the time.

Another interesting aspect of the deal offered Smithfield protection through a reverse break-up fee. Under the terms of the merger agreement, Smithfield would receive US$275 millionfrom Shuanghui if the deal fell apart because it failed to secure certain U.S. or foreignregulatory approvals, but this provision excluded CFIUS clearance. Specifically, because ofthe intense political interest anticipated for this transaction and the fact that certain previousacquisitions of U.S. companies by Chinese companies have been blocked by CFIUS,Shuanghui was unwilling to agree to pay a reverse break-up fee should CFIUS block thetransaction. Shuanghui’s refusal to bear CFIUS risk was an unusual aspect of the deal.

The deal was seen as a significant test of whether the CFIUS review process can be appliedfairly to Chinese investment in the U.S., in light of several high-profile rejections of pastdeals. Passing this test not only paved the way for the two companies to consummate thetransaction, but should foster goodwill between China and the U.S. and may encourage morecompanies and finance parties that the U.S. is increasingly welcome to Chinese investment.CFIUS’s approval thus represents an important turning point for the flow of investment

between China and the U.S.



Structure:

Bank of China and Morgan Stanley had combined to provide $7 billion of loans to financeShuanghui International's record deal to buy U.S. pork producer Smithfield Foods.

The total value of the Chinese company's record agreement was $7.1 billion, including netdebt.

Bank of China had provided up to $4 billion in financing to Shuanghui, in a five-year termloan, and will syndicate the facility.

Morgan Stanley added $3 billion in a term loan as well, and will also sell down the amount.The smallest of China’s top four state-owned lenders, which has a longstanding relationshipwith Shuanghui’s Shenzhen-listed unit, Henan Shuanghui Investment & Development Co.,secured the loan against Shuanghui International’s assets and property, as well as all ofSmithfield’s shares. Separately, Morgan Stanley provided a $750 million revolving facility, a

$1.65 billion term loan, and a $1.5 billion bridge loan.

The $7 billion of financing went to the $4.9 billion in cash that Shuanghui agreed to paySmithfield, while rest went to refinancing Smithfield's debt.

Smithfield had $3.45 billion in gross debt outstanding, which included corporate and highyield debt. The company had around $1 billion in cash and short term investments.

Financial

The following table shows selected consolidated financial data and other operational data for each of

the periods indicated. As a result of the Merger, all outstanding common stock of the Company during

the Predecessor Period was retired and all of the outstanding shares of Merger Sub were converted to

1,000 shares of common stock of the Company, no par value, and such shares are owned by a wholly

owned subsidiary of WH Group. There are no other shares of stock outstanding in the Company;

therefore we have not reported earnings per share.



References:

http://investors.smithfieldfoods.com/faq.cfm

http://www.reuters.com/article/2013/09/24/us-shuanghui-smithfield-vote-

idUSBRE98N0O320130924

http://articles.dailypress.com/2013-05-29/news/dp-shuanghui-buying-smithfield-foods-

20130529_1_smithfield-foods-smithfield-president-larry-pope

http://www.bloomberg.com/news/articles/2013-05-29/shuanghui-group-said-to-near-

agreement-to-buy-smithfield-foods

http://www.newsmax.com/Finance/Companies/Smithfield-China-acquisition-

proxy/2013/06/19/id/510715/

http://www.foodmanufacture.co.uk/Business-News/Cranswick-to-benefit-from-global-

pig-merger-City



http://www.reuters.com/article/2013/09/24/us-shuanghui-smithfield-vote-idUSBRE98N0O320130924



http://articles.dailypress.com/2013-05-29/news/dp-shuanghui-buying-smithfield-foods-20130529_1_smithfield-foods-smithfield-president-larry-pope



http://www.bloomberg.com/news/articles/2013-05-29/shuanghui-group-said-to-near-agreement-to-buy-smithfield-foods



http://www.newsmax.com/Finance/Companies/Smithfield-China-acquisition-proxy/2013/06/19/id/510715/



http://www.foodmanufacture.co.uk/Business-News/Cranswick-to-benefit-from-global-pig-merger-City













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