Kitchener, Ontario - Schneider Corporation announced that it has issued a notice of change to its directors' circular relating to the by Smithfield Canada Limited, a wholly-owned subsidiary of Smithfield Foods, Inc., for any and all of the shares of the Corporation.
In its Notice of Change, the Board of Directors confirmed the information in their earlier press release that the Schneider family, holder of approximately 75 percent of the common shares and approximately 17 percent of the class A non-voting shares of t he Corporation, has informed the Corporation of its intention to accept the Smithfield Offers. Accordingly, if all of the conditions of the Smithfield Offers are satisfied or waived by Smithfield Canada, and Smithfield Canada takes up and pays for all o f the shares tendered under the Smithfield Offers, including those tendered by the Schneider family, the Smithfield Offers will succeed and there will be a change of control of the Corporation. The Board also noted that the offers by Maple Leaf Foods ex pired on November 10, 1998 in accordance with their terms.
Brian Ruby, Chairman of the Special Committee of independent directors, stated that the Special Committee considered a number of potential strategic and financial alternatives to the Smithfield Offers with a view to maximizing shareholder value, but that such alternatives were either impracticable or not in the best interests of the Corporation.
Douglas Dodds, Chairman and Chief Executive Officer of the Corporation, stated that the Board of Directors (Eric N. Schneider and Anne C. Fontana, members of the Schneider family having declared their interest and abstaining from voting), on the recommen dation of its Special Committee, continues to make no recommendation with respect to the Smithfield Offers, noting that “the prospect of an impending change of control of the Corporation raises a number of factors relevant to shareholders in determining whether to accept or reject the Smithfield Offers which were described in detail in our October 29, 1998 directors' circular and notice of change to directors' circular. The significance to be ascribed to each of these factors may vary among shareholders, depending upon their particular circumstances, including short- term or long-term investment horizon, risk tolerance, income tax status and other factors. The Board of Directors therefore urges each shareholder to carefully consider and wei gh, among other things, each of these factors in determining whether to accept or reject the Smithfield Offers.”
Mr. Dodds also noted that each of the directors and senior officers of the Corporation intends to accept the Smithfield Offers and tender all of his or her shares thereunder.
Based on the closing price of a share of Smithfield Common Stock on the Nasdaq today of twenty-two and one thirty-second US dollars, the consideration offered under the Smithfield Offers currently implies a price per share of the Corporation of eighteen dollars and sixty-eight cents.
Schneider Corporation is one of Canada's largest producers of premium quality food products. Through its operating companies, Schneider manufactures and sells a wide variety of processed meat, fresh pork, poultry and grocery products from manufacturing facilities in Kitchener, Guelph, Toronto, Hanover, St. Marys, Ayr and Port Perry, Ontario; St-Anselme, Princeville and Drummondville, Quebec; Winnipeg, Manitoba and Surrey, British Columbia.
Meat Industry Insights News Service
P.O. Box 553
Northport, NY 11768
Phone: 631-757-4010
Fax: 631-757-4060
E-mail: sflanagan@sprintmail.com
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