Tyson Foods, Hillshire Brands Announce Expiration Of HSR Waiting Period

(RTTNews) - Tyson Foods, Inc. (TSN) and The Hillshire Brands Company (HSH) announced that both have entered into a Hold Separate Stipulation and Order with the Antitrust Division and agreed to comply with the terms of a proposed Final Judgment and to the entry thereof by the United States District Court for the District of Columbia.

This is in connection with Tyson's proposed acquisition of Hillshire Brands and the agreement with the Antitrust Division of the Department of Justice announced earlier today, August 27, 2014.

It is noted that pursuant to the Hold Separate and Proposed Final Judgment, Tyson agreed to divest its Heinold Hog Markets business within 90 calendar days of August 27, 2014 and, until the divestiture, Tyson and Hillshire Brands agreed to operate Tyson Hog Markets, Inc. as an independent, ongoing, economically viable competitive business, with management, purchases, sales and operations held entirely separate, distinct and apart from those of Hillshire Brands.

On August 27, 2014, following the entry of the Hold Separate by the D.C. District Court, the Pre-Merger Notification Office at the Federal Trade Commission granted termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended or HSR Act.

As a result, the applicable condition to Tyson's previously announced tender offer to purchase all of the outstanding shares of common stock of Hillshire Brands for $63.00 per share in cash, without interest, subject to any withholding of taxes required by applicable law and upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 16, 2014 with respect to expiration or termination of the waiting period under the HSR Act has been satisfied, but the Offer remains subject to the other conditions set forth in the Offer to Purchase.

The Offer is scheduled to expire at the end of Wednesday, August 27, 2014, unless it is extended further under the circumstances set forth in the Merger Agreement.