Hillshire Officially Ditches Pinnacle Foods Merger For “Superior” Tyson Deal

In a move weeks in the making, Hillshire Brands officially left Pinnacle Foods at the altar for Tyson Foods.

Hillshire’s board of directors on Monday withdrew its recommendation to purchase Pinnacle Foods, maker of Duncan Hines, Vlasic pickles and Wish Bone dressing, for $4.2 billion, Forbes reports.

The company’s board, along with financial and legal advisors, determined that Tyson’s $8.5 billion bid for the company constituted a “superior deal” and would result in a more favorable outcome in a financial point of view, officials with Hillshire say in a news release.

Sure, Pinnacle may need a few tissues to dry up the tears shed after being ditched by Hillshire, but the company likely won’t be leaving empty-handed. As part of the proposed merger between the two companies, Pinnacle is entitled to a $163 million termination fee if the company dissolves the agreement before Hillshire’s board makes a final vote.

While the offer from Tyson Foods likely catapulted Hillshire’s board into reversing its decision to back the purchase of Pinnacle, officials say there are “no assurances that any transaction will result from the Tyson Foods offer.”

What once looked to be a simple merger turned into a sordid love affair of sorts Tyson and Pilgrim’s Pride began competing for Hillshire’s attention; all the while Pinnacle stood on the sidelines waiting for its fate to be unveiled.

In mid-May, Hillshire announced plans to purchase Pinnacle Foods for $4.2 billion. The deal would have given Hillshire its largest share of grocery store shelves.

But just a week later, Pilgrim’s Pride, the second-largest chicken producer in the U.S., offered an unprompted bid of $6.4 billion for Hillshire. The proposal stipulated that to move forward, Hillshire would have to back out of its deal with Pinnacle.

Two days later, Tyson Foods crashed the party and upped the ante with a bid of $6.8 billion for Hillshire. That proposal also came with the caveat that Hillshire drop Pinnacle.

In early June, Pilgrim’s Pride countered with a bid of $6.7 billion. But that wasn’t enough to trump Tyson’s next offer of $8.5 billion. Soon after Pilgrim’s Pride withdrew their bid.

Citing Superior Tyson Offer, Hillshire Steps Away From Pinnacle Foods [Forbes]