96% shareholder vote to support dual-exchange takeover Smithfield

The capital of the U.S. pork processors Smithfield Food Company (Smithfield Foods Inc.) is to be ended by the international exchange of 7.1 billion dollars (USD 4.7 billion). U.S. time September 24 9 o'clock in the morning, Smithfield held a provisional shareholder meeting. The main task of the Conference is for shareholders to decide whether they will eventually agree to sell all the assets of Smithfield to the double sinks International group registered in Hong Kong. The general meeting of shareholders is held in the McGuireWoods Law Institute of Richmond, Virginia State Capital. As a result, more than 96% of the votes expressed support for the sale of assets. In accordance with the Articles of association, the major issue shall be approved once the shareholder's general meeting has voted in excess of 50%. "After the shareholder meeting is approved, there may be some local government approval procedures, but in general the acquisition should be completed successfully." "Senior lawyer Gilmer Christensen (Guillermo Santiago Christensen), who specializes in foreign investment policy and law, Baker Botts law firm (Baker Botts LLP) in the United States, said in an interview with this reporter," The previous case has been a major success through the Overseas Investment Review Committee (CFIUS) review. "Christensen has long been a diplomatic post in the U.S. government and currently specializes in laws such as Cfius." It is reported that, if all goes well, the acquisition will be completed on September 26 delivery. The $7.1 billion trillion in China's bid to buy the highest price in the U.S. will no doubt make the case a milestone for Chinese corporate capital to go to sea. The price is the focus of shareholder concern as early as the CFIUS approved the takeover earlier this month, the Smithfield board's "winning rate" became larger and bigger. This time, Smithfield's shareholder meeting also allowed the media to participate in On-the-spot report for the unprecedented. The Smithfield board announced the takeover at the end of May, saying that the 34 dollar bid was a reasonable valuation accepted by the board. In an open letter to shareholders on August 20, the Board reiterated that all members of the board unanimously recommended that shareholders vote in favour of the takeover, which would receive a cash return of 34 dollars per share under an agreement with the double sinks. In contrast to the Senate hearings and the National Security Review that preceded Smithfield, it is still the price that affects shareholder decisions. "What's important for shareholders is valuations, as long as the double sinks offer a fair price." Liu Yi, senior vice president of the US investment bank Chardan Capital Markets, said to our correspondent, "and the current stock premium has shown the value of a dual-exchange takeover, and if there is no such acquisition, it is not the price now." "The shares of Smithfield listed on the NYSE have been kept at $26 trillion until the end of the May announcement of a takeover deal with the double sinks International." After the takeover, the stock jumped to about $33 trillion and has been climbing slowly to the present. As23rd closed, Smithfield shares in 33.98 U.S. dollars, the previous session Rose 0.06%, unlimited close to double reporting price. This shows that investors have basically accepted the purchase price, and prepared for the smooth delivery of the transaction. Clear the last hurdle. Since the beginning of September, Smithfield won several "battles" in a critical juncture, clearing the final hurdle for the shareholders ' meeting. On 3rd, Starboard issued an open letter saying that they had received non-binding investment letters from Third-party buyers who were interested in buying Smithfield's several business units, and that the overall valuation of Smithfield was substantially higher than the 34-dollar bid per share of the double sinks, And said it would vote against the shareholders ' meeting. The activist hedge fund, which became a major shareholder in Smithfield 5.7% this March, has been stressing in early June that the board has not given potential buyers more opportunity to split Smithfield three business units to get much higher than the current acquisition price. Starboard even provided an analysis that Starboard's estimate of a company valued at 9 billion to 10.8 billion dollars, or about 44 to 55 dollars per share, would be more advantageous to Smithfield's current shareholders. Three days after Starboard's second questioning, the lengthy review of the Cfius period ended with a belated conclusion that the acquisition did not involve a national security risk component. The review was supposed to be the biggest obstacle to the takeover of double sinks. The US antitrust agency also gave the deal a green light in July. Since then, the Smithfield has issued two consecutive letters to shareholders, indicating that two independent shareholder consultancy companies, the Institutional Shareholder Service (ISS) and Glass Lewis, have separately advised shareholders to vote in favour of the takeover. This series of events led Starboard to finally give up the decision to vote No. In a document submitted to the Securities and Exchange Commission (SEC) from Starboard20 Day, the reporter saw Starboard that the takeover agreement with Smithfield had set some basic limits on the deal, making it impossible for other potential buyers to reach a new purchase offer within a short time. "It is difficult for quotations to form and submit an alternative offer before the shareholders ' meeting because of the restrictive terms agreed between Smithfield and the Chamber of Commerce and the requirement to construct a cash quote for a single acquirer." Starboard said in the document, "Although we believe that Smithfield may get a higher offer, at present we are unable to provide ... Unless there are other quotations, we will vote in favour of the current takeover plan. "Double sinks and Smithfield's agreement locked the rights and obligations of both parties, Smithfield could not come forward to find new potential buyers in the course of the agreement. And the strong financial support behind the double sinks is also a solid guarantee of the takeover case. In this case, the double sinks International and a consortium of 8 international and domestic banks, including the Bank of China,Signed a 4 billion-dollar syndicated loan agreement, the shareholders of the dual-sinks domestic entity will be pledged with more than 70% of the equity; In addition, the media reported that Morgan Stanley, a Smithfield trading adviser, would provide about 3 billion dollars in loans, mainly for Smithfield existing debt. The sign of a Chinese-American takeover "is a sign of China's overseas acquisitions, meaning the US's attitude toward China's acquisition of US assets." While the US is still hostile to China's investment, the number of successful cases is now growing, creating confidence in domestic companies. "The United States put on the founder of law firm put on the interview with this reporter said." But that does not mean that China's investment in the United States is smooth sailing. "It is a great success to have a dual-exchange takeover Smithfield through CFIUS," compared with the rejection of a Chinese company building a wind farm in the US. But we still have to think that Cfius has spent 75 days in the case of a food company to examine national security concerns in detail, which is costly for both parties, including the cost of time, uncertainty over the outcome, and the associated costs incurred. "It still takes time to solve it," says Christensen. "While big deals are being watched collectively, more small and medium-sized mergers and acquisitions are being carried out quietly." Wear told reporters, private enterprises are not a trend, but a reality. He pointed out that from 2011 onwards he took over the private enterprise investment case more and more, especially the "grassroots" enterprises: "I think privately-run enterprises now investment has very good conditions." It is a good thing that the US government censors the big companies, while private companies are relatively low-key. ”