Sanderson Farms Stockholders Approve Combination with Cargill and Continental Grain Company
October 21 2021 - 1:57PM
Business Wire
Sanderson Farms, Inc. (NASDAQ: SAFM) (the “Company”) announced
that at a special meeting of stockholders held earlier today, its
stockholders approved the previously announced agreement for a
joint venture between Cargill and Continental Grain to acquire
Sanderson Farms for $203 per share in cash. Upon completion of the
transaction, Cargill and Continental Grain will combine Sanderson
Farms with Wayne Farms, a subsidiary of Continental Grain, to form
a new, privately held poultry business.
“We are pleased Sanderson Farms stockholders approved this
transaction and thank them for their support,” said Joe Sanderson,
Chairman and Chief Executive Officer of Sanderson Farms. “We
believe this transaction will benefit our various stakeholders,
including employees, poultry producers and customers, and we remain
focused on continuing to deliver the highest quality poultry
products and services.”
According to the preliminary results announced at the special
meeting, more than 86% of the outstanding shares, or more than 99%
of the votes cast, voted in favor of the transaction. In total,
approximately 87% of the outstanding shares of Sanderson Farms
common stock were voted at the special meeting. The final voting
results will be filed with the U.S. Securities and Exchange
Commission on a Form 8-K.
The transaction is expected to close in the fourth calendar
quarter of 2021 or in the first calendar quarter of 2022, and is
subject to regulatory approvals and other customary closing
conditions.
About Sanderson Farms
Sanderson Farms, Inc. is engaged in the production, processing,
marketing and distribution of fresh, frozen and minimally prepared
chicken. Its shares trade on the NASDAQ Global Select Market under
the symbol SAFM.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes forward-looking statements within
the meaning of the “safe harbor” provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on a number of assumptions about future events
and are subject to various risks, uncertainties and other factors
that may cause actual results to differ materially from the views,
beliefs, projections and estimates expressed in such statements.
These risks, uncertainties and other factors include, but are not
limited to, those discussed under “Risk Factors” in the Company’s
Annual Report on Form 10-K for the fiscal year ended October 31,
2020 and Quarterly Report on Form 10-Q for the quarter ended July
31, 2021, and the following: (1) the timing, receipt and terms and
conditions of any required governmental or regulatory approvals of
the proposed transaction and the related transactions involving
affiliates of Cargill and Continental Grain that could reduce the
anticipated benefits of or cause the parties to abandon the
proposed transaction; (2) risks related to the satisfaction of the
conditions to closing the proposed transaction (including the
failure to obtain necessary regulatory approvals), and the related
transactions involving affiliates of Cargill and Continental Grain,
in the anticipated timeframe or at all; (3) the risk that any
announcements relating to the proposed transaction could have
adverse effects on the market price of the Company’s shares of
common stock, par value $1.00 per share; (4) disruption from the
proposed transaction making it more difficult to maintain business
and operational relationships; (5) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement entered into pursuant to the
proposed transaction or of the transactions involving affiliates of
Cargill and Continental Grain; (6) risks related to disruption of
management's attention from the Company’s ongoing business
operations due to the proposed transaction; (7) disruption from the
proposed transaction making it difficult to maintain business and
operational relationships, including retaining and hiring key
personnel and maintaining relationships with the Company’s
customers, vendors and others with whom it does business; (8)
significant transaction costs; (9) the risk of litigation and/or
regulatory actions related to the proposed transaction or
unfavorable results from currently pending litigation and
proceedings or litigation and proceedings that could arise in the
future; (10) other business effects, including the effects of
industry, market, economic, political or regulatory conditions;
(11) information technology system failures, data security
breaches, data privacy compliance, network disruptions, and
cybersecurity, malware or ransomware attacks; (12) changes
resulting from the COVID-19 pandemic, which could exacerbate any of
the risks described above, and could include: high absentee rates
that have prevented and may continue to prevent the Company from
running some of its facilities at full capacity, or could in the
future cause facility closures; (13) an inability of contract
poultry producers to manage their flocks; (14) supply chain
disruptions for feed grains; (15) further changes in customer
orders due to shifting consumer patterns; (16) disruptions in
logistics and the distribution chain for the Company’s products;
(17) liquidity challenges; and (18) a continued or worsening
decline in global commercial activity, among other unfavorable
conditions.
Readers are cautioned not to place undue reliance on
forward-looking statements made by or on behalf of the Company.
Each such statement speaks only as of the day it was made. The
Company undertakes no obligation to update or to revise any
forward-looking statements. The factors described above cannot be
controlled by the Company. When used in this communication, the
words “believes,” “estimates,” “plans,” “expects,” “should,”
“could,” “outlook,” and “anticipates” and similar expressions as
they relate to the Company or its management are intended to
identify forward looking statements. Forward-looking statements in
this communication may include, without limitation: statements
about the potential benefits of the proposed acquisition,
anticipated growth rates, the Company’s plans, objectives,
expectations, and the anticipated timing of closing the proposed
transaction.
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version on businesswire.com: https://www.businesswire.com/news/home/20211021005947/en/
Media / Investor Inquiries
Mike Cockrell Sanderson Farms Treasurer, Chief Financial Officer
& Chief Legal Officer (601) 426-1454
-or-
Paul Caminiti / Delia Cannan / Nicholas Leasure Reevemark (212)
433-4600
-or-
MacKenzie Partners, Inc. Dan Burch / Laurie Connell (212)
929-5748 / (212) 378-7071 dburch@mackenziepartners.com
lconnell@mackenziepartners.com
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