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Hillshire Looks Beyond Meat with Pinnacle Purchase


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Hillshire-Pinnacle Foods
M. Spencer Green/AP
NEW YORK -- Hillshire Brands is pushing further outside the deli case with a deal to buy the maker of Birds Eye frozen vegetables, Duncan Hines cakes mixes and Hungry-Man frozen dinners.

The Chicago-based company, which makes Hillshire Farm lunch meats, Jimmy Dean sausages and Ball Park franks, said Monday that it would buy Pinnacle Foods in a deal valued at $4.23 billion. The move builds up Hillshire's push into other sections of the supermarket as more Americans watch how much meat they're eating.

Among Pinnacle's other brands are Wish-Bone salad dressing, Celeste frozen pizzas and Vlasic pickles.

"Meats go with vegetables, sandwiches go with pickles," Hillshire CEO Sean Connolly said in explaining why the deal made sense during a conference call with analysts. Even with the variety of food brands, he noted that Hillshire remains a company focused on the U.S.

The combined company is expected to have better profit margins than Hillshire alone, given its reduced reliance of meat products that typically require much higher ingredient costs.

Still, some of Pinnacle's brands are seen as having an outdated image. When asked whether Hillshire planned to hold onto all its brands, Connolly said it was "too early to tell," but noted Hillshire's record of focusing on leading brands.

Last month, Hillshire also said it was buying Van's Natural Foods, which makes gluten-free foods including cereal, chips and snack bars.

Shares of Hillshire and Pinnacle rose in premarket trading on word of the deal Monday.

The combined company, which is expected to have annual revenue of approximately $6.6 billion, will use the Hillshire Brands name and be based in Chicago. Connolly will serve as its president and CEO.

Each share of Parsippany, New Jersey-based Pinnacle Foods (PF) common stock will be exchanged for $18 in cash and 0.50 shares of Hillshire Brands (HSH) common stock. The companies said the implied purchase price is $36.02 a share, an 18 percent premium to Pinnacle's Friday closing price of $30.45.

The companies put the deal's total value at about $6.6 billion, which includes Pinnacle's outstanding debt. Pinnacle shareholders will own about 33 percent of the combined company.

Hillshire was created in 2012 after Sara Lee split in two. Pinnacle went public in March 2013.

The acquisition is expected to result in an estimated $140 million in annual cost savings by the end of the third year. Hillshire anticipates that it will maintain its annual dividend of 70 cents a share and suspend a previously announced stock repurchase program.

Both companies' boards unanimously approved the acquisition, which is expected to close by September. It still needs shareholder approval.

Pinnacle Foods shares rose $7.20, or 23.7 percent, to $37.65 in premarket trading two hours ahead of the market open. Hillshire Brands shares rose $2.25, or 6.1 percent, to $39.20.


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