20 13 On May 29th, Shuanghui International Holdings Limited and Smithfield Food Company (new york Stock Exchange code: SFD) jointly announced that Shuanghui International would acquire Smithfield for a total price of 7 10 billion US dollars.
According to the terms of the agreement, Shuanghui International will pay Smithfield $4.7 billion in cash and assume the latter's debt of about $2.4 billion. The purchase price of Shuanghui International is USD 34 per share, which is 365,438+0% higher than Smithfield's closing price of USD 25.97 on May 28th. Based on the closing price on May 28th, the market value of Smithfield is about $3.6 billion. Affected by the acquisition news, on May 29th, local time, the opening price of Smithfield was $32.55, which was more than 25% higher than the closing price of the previous trading day.
Shuanghui International is the largest meat processing enterprise in China, the controlling shareholder of Shuanghui Development (000895), the largest meat listed company in China, and the controlling shareholder of Shuanghui Group, the largest shareholder of Shuanghui Development. Smithfield is the world's largest producer and supplier of live pigs and one of the largest suppliers of pork products in the United States.
An insider close to Shuanghui Development said, "This is a signal of Shuanghui's internationalization strategy, and the pace of Shuanghui's internationalization may be accelerated in the next step."
The two companies have kept in touch for a long time.
According to the press release of Smithfield website on May 29th, 20 13, Shuanghui International and Smithfield agreed to build a leading pork producer in the world through strategic merger.
Shuanghui International promises that the operation, management, brand and headquarters of Smithfield will remain unchanged after the acquisition, and it will continue to cooperate with American manufacturers, suppliers and farms without layoffs and factory closures.
Smithfield said in a press release: "The combined company will not only have more opportunities to enter the huge and growing China market, but also maintain world-leading food safety and quality control standards."
Reuters quoted people familiar with the matter as saying that the deal was aimed at sending American pork to China.
Bandung, chairman of Shuanghui International and Shuanghui Group, said that the acquisition is a strong alliance between China and the United States, the largest pork enterprise in the world's largest economy, which has concentrated the most advanced technology, resources, technology and talents, and their advantages complement each other, and will form the largest pork enterprise in the world.
It is reported that the transaction has been unanimously approved by the boards of directors of both parties and still needs the approval of Smithfield shareholders.
In addition, the transaction also needs to be approved by the US Committee on Foreign Investment. After obtaining regulatory approval and meeting the routine delivery conditions, the two companies expect the transaction to be completed in the second half of this year.
It is worth noting that foreign media 2013 quoted people familiar with the matter as saying on May 29th that according to the agreement, Smithfield will pay Shuanghui a "reverse breakup fee" if the acquisition is suspended due to regulatory reasons.
In 2005, China National Offshore Oil Co., Ltd. issued an offer of more than $654.38+085 billion to Unocal Oil Company of the United States. At that time, the biggest overseas acquisition of China enterprises was finally aborted due to domestic opposition and other reasons.
According to Reuters, a consortium of Morgan Stanley and banks will provide loans for the transaction.
It is worth mentioning that the two companies have had contact before. The above-mentioned insiders said that as early as two or three years ago, Smithfield's boss came to Shuanghui Group. Larry Pope, CEO of Smithfield, said that the company has been trying to reach a deal with Shuanghui since 2009.
The marriage of two meat enterprises
According to the data of official website, Smithfield 1936 was established in Virginia, USA, and 20 10 has independent subsidiaries or joint ventures in 12 countries. Smithfield achieved rapid development in 1980s, and reached 1998, becoming the number one pork producer in the United States. In 20 10, the company was the largest pig producer and pork supplier in the world.
In terms of production capacity, Smithfield has 4 pig farms, 850,000 breeding pigs and 40 pork processing plants, with a pig output of 6.5438+0.58 million. Products are not only supplied to the United States, but also exported to China, Japanese and Mexican markets.
Smithfield's sales in fiscal year 20 12 (as of April 29th, 201310 million) was $65,438, and its net income was $360 million. In terms of revenue, the pork sector contributed110/billion dollars, the pig production sector contributed 3.05 billion dollars, and the international business sector contributed10.40 billion dollars. As of 20 12, the company's debt was164 billion USD, and the asset-liability ratio was 33%.
According to the website of Shuanghui Group, Shuanghui Group is a large-scale food group mainly engaged in meat processing, ranking11among the top 500 Chinese enterprises.
Shuanghui international 20 10 shareholders are strong. According to the 20 12 annual report of Shuanghui Development, the main shareholder of Shuanghui International is Hero Zone Investment Co., Ltd. (Xiong Yu Company), holding 30.23%. CDH Shining, Shining Second Generation, Shining Third Generation and Shining Fourth Generation hold shares of 16.58%, 9.20%, 4.75% and 3. 17% respectively, with investment holding shares of 10.57%, Guo Group holding shares of 7.40% and Yunchang Company holding shares of 6%. Focus Knight Investment Co., Ltd. holds 1.73%, Blue Aviation Holdings Co., Ltd. holds 2.42% and Temasek holds 2.76%.
The above-mentioned Xiong Yu company is controlled by Xingtai Group Co., Ltd. (Xingtai Group) 100%. It is reported that from June 5438 +2007 10, about 300 employees of Shuanghui Group and its affiliated enterprises first established Xingtai Group in Wilging, England through trust.
Shuanghui's internationalization has accelerated.
The acquisition of Smithfield is regarded as the first step of Shuanghui's internationalization.
"Shuanghui Group has always planned to build a factory in the United States." The above-mentioned insiders close to Shuanghui Development said that in terms of output, Shuanghui Development's total meat output, including meat products and cold meat, has exceeded Smithfield 20 1 1, but its sales revenue is not as good as the latter.
"The positioning of Shuanghui Development is meat production, and its stock market value has exceeded 1000 billion, which is the largest compared with global meat enterprises. At present, the businesses of Shuanghui Group are basically listed companies. In the past, the parent company was big and the subsidiary company was small. Now it is a large listed company, and only a small part of the business of the group company has not been put in, including logistics, commerce and chemical industry. " According to this source, Shuanghui proposed to go international three or four years ago, and its own positioning is not only the largest meat enterprise in China, but also the international market.
"Shuanghui's internationalization is very early, but the pace is more cautious." The source said that the acquisition of Smithfield is a signal to the world, and internationalization may be accelerated in the next step.
A pig industry analyst said that Shuanghui Group has not made any major investment moves in recent years. "Yurun has expanded a lot in recent years, and Shuanghui has basically stood still." After the MBO is completed, the management has time and energy to "do something".
In the internationalization of Shuanghui, Shuanghui International may play a leading role.
According to the above-mentioned insiders, Shuanghui International has an international trade department, and plans to set up a product research and development department in 20 12 to gradually develop Shuanghui International into an entity. "It used to be empty, but now it is slowly being implemented, which may be a plan to go international." China Shuanghui International Co., Ltd. and American food company Smithfield jointly announced on the evening of 6th that the acquisition between the two companies was approved by the Committee on Foreign Investment led by the US Treasury Department, marking another milestone for China enterprises to "go global" after 20 12 Wanda acquired AMC.
20 13 on may 29th, shuanghui international announced that it would acquire smithfield for $7 1 billion, which will be the largest investment of China enterprises in the United States so far. Analysts believe that the US government approved Shuanghui's acquisition of Smithfield for three reasons: First, the United States needs foreign capital to promote US economic growth and employment. At present, the American economy is still recovering at a low speed. Although the unemployment rate has declined, it is still at a high level of 7.3%. Secondly, agriculture is not a sensitive area. If this transaction is not approved, it will greatly weaken the interest of foreign investors in the American market. Finally, Shuanghui promised to retain the management and staff of Smithfield, and obtained the support of labor organizations and local governments.
On the other hand, in the past few years, the Committee on Foreign Investment in the United States frequently blocked the merger and acquisition of China enterprises in the United States on the grounds of national security, which dampened investors' enthusiasm for going to the United States. In 2005, the United States refused CNOOC to buy Unocal Oil Company. In 2008, the United States prevented Huawei from acquiring 3Com, an American information technology company. 20 12 the United States prevented Rolls, an affiliate of Sany Group, from purchasing American wind farms. In the second half of 20 12, the US Congress even claimed that the communication products of Huawei and ZTE threatened the national security of the United States and discouraged American enterprises from cooperating with these two companies.
At this stage, the "green light" of the US government indicates that the merger of Shuanghui and Smithfield is expected to be completed in the next few months, which will also help to alleviate the doubts that China enterprises may encounter obstacles in investing in the United States.
Tilo hahnemann, a researcher at Rodham, an American consulting firm, believes that China is now the second largest economy in the world and may surpass the United States in the future, while China enterprises' overseas investment has just started, and it is expected that there will be a large number of investments in the American market in the future.
In 20 12, enterprises in China invested 6.5 billion US dollars, an increase of 17% over the previous year. However, the scale of China's investment in the United States is only equivalent to that of Spain, far lower than that of Britain, Japan and France. Compared with the total foreign direct investment that the United States attracts more than 250 billion dollars every year, China's share still has a lot of room for growth.
More importantly, China enterprises' investment in the United States not only brings capital, but also helps the American people to know more about China and avoid prejudice caused by being misled by some politicians. Two weeks ago, China's blockbuster "The Grandmaster" was shown in many American cinemas such as AMC Cinema, and the ratings were comparable to those of American blockbusters such as furious 6. Maybe in a few years, Shuanghui ham will also appear on the dining table of American families, changing the stereotype of American food safety in China.
Xinhua News Agency, Washington, September 6th
Xinhua News Agency, Washington, 2065438+September 6, 2003 (Reporter Gao Pan Wang Zongkai) American food company Smithfield announced on the 6th that China Shuanghui International's acquisition of Smithfield for US$ 765438+ billion has been approved by the US federal government.
Smithfield said in a statement on the same day that the acquisition has been approved by the US Foreign Investment Committee led by the US Treasury Department.
The statement also said that the completion of the transaction still needs the approval of Smithfield shareholders, and Smithfield will hold a general meeting of shareholders on September 24, 20 13 to vote on it.
This is by far the largest case of China enterprises investing in the United States. To this end, the U.S. Congress held a special hearing on July 20 13 to assess whether the acquisition is in the interests of the United States.
Larry Pope, CEO of Smithfield, said at the hearing that the acquisition is aimed at meeting the growing demand for pork in China, helping the United States to export more pork to China, and also helping American agriculture to expand production and increase employment. The announcement of the US government shows that this landmark cross-border M&A transaction is expected to be completed in the next few months. Shareholders of the world's largest pig producer approve Shuanghui's acquisition.
20 13 On the evening of September 24th, Shuanghui acquired Smithfield, the world's largest pig distributor, for $7 1 billion.
At the shareholders' meeting, 76% of ordinary shareholders agreed to accept the acquisition of Shuanghui. Larry Pope, CEO of Smithfield, said that after being acquired by Shuanghui, the company's business will be carried out normally.
The final transaction was completed on September 26, 20 13, and it will be a wholly-owned subsidiary of Shuanghui International after delisting from the exchange.
Smithfield has a history of 80 years, with 46,000 employees in four countries around the world, 400 pig farms and 2,000 pig farmers in the United States. Shuanghui agrees that these agreements are still valid, and have reached the point where American pork is exported to China to meet the greater market demand.
On the morning of September 26th, US local time 10, a syndicated loan of US$ 4 billion led by Bank of China was delivered on time, marking the successful completion of the most important financing link of Shuanghui M&A case, and then Shuanghui International and Smithfield formally signed the M&A transaction effective agreement.