"A sale of (Hillshire) at the price ... offers superior value and far greater certainty to Hillshire shareholders than the contemplated Pinnacle transaction," Pilgrim's Chief Executive William Lovette said in a letter to Hillshire.
Hillshire's shareholders are more likely to welcome Pilgrim's all-cash offer as a deal with Pinnacle would lead to a suspension of the Hillshire's share buyback program and burden it with $2.3 billion of debt.
Pilgrim's offer of $45 per share represents a premium of about 22 percent to Hillshire's Friday closing. Hillshire shares were trading at $45.28 on Tuesday morning.
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The deal value of $5.52 billion is based on Hillshire's outstanding shares of 122.65 million as of March 29. Hillshire had long-term debt of $840 million, according to its latest quarterly filing.
Hillshire said it would review Pilgrim's proposal but it continued to believe in the merits of a deal with Pinnacle Foods.
Lovette said a deal would make Pilgrim's one of the top two protein and branded food companies in the United States. The companies had a combined revenue of $12.4 billion in the last 12 months.
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A buying spree starting in 2005 built JBS into the worlds biggest beef producer with more than 14 major acquisitions in six years, including U.S. rivals Swift, Smithfield Beef and Pilgrims Pride.