Pilgrim’s Pride willing to pay premium for Hillshire’s brands

May 28, 2014

FORTUNE -- Pilgrim’s Pride Corp.’s (ppc) roughly $5.5 billion takeover of The Hillshire Brands Co. (hsh) would create the top consumer packaged meats company in the U.S. and position the chicken producer to sell more branded products.

The merger, if approved, would combine the second-largest chicken producer in the world with Hillshire’s portfolio, which includes Jimmy Dean sausages, Hillshire Farm and Ball Park meats. The all-cash deal, a roughly 22% premium to Hillshire’s closing price on Friday, is expected to close later this year if approved.

A Pilgrim’s-Hillshire company would be the largest consumer packaged meats company in the U.S., leapfrogging Hormel Foods Corp. (hrl) for the top spot.

If successful, the merger would sideline Hillshire’s own bid to acquire Pinnacle Foods Inc. (pf), a $6.6 billion deal including debt that Hillshire announced earlier this month. Pilgrim’s on Tuesday said it would pay Pinnacle Foods a $163 million termination fee upon the deal’s closing.

Hillshire said it would review Pilgrim's Pride's proposal, though the company said it "strongly" believed in the Pinnacle Foods bid. A Pinnacle Foods representative wasn't available to comment.

MORE: Pilgrim's Pride offers to buy Hillshire Brands

Pilgrim’s Pride, which has spent the last few years focused on improving efficiency at its plants, has recently invested in branded products, including the development of an antibiotic free chicken brand last year. The company earlier this year hired Chad Baker, formerly an executive at Smithfield Foods, to lead Pilgrim’s prepared foods division.

“This transaction will accelerate our move into branded foods,” Pilgrim’s Pride Chief Executive William Lovette told analysts during a presentation.

A vast majority of Hillshire’s sales last year were branded products. Most of the company’s products are sold at retail, while Pilgrim’s Pride’s chicken products are sold evenly at retail and food service.

“Going back to even before our investor day back in March and our subsequent earnings calls, we believe this proposal absolutely fits with our strategy to increase branded foods” Lovette said.

Pilgrim’s Pride told analysts it intends to extend Hillshire’s brands into more categories, as well as expand into the natural and antibiotic-free categories and also expand Hillshire’s brands in Mexico and other markets abroad. Currently, 99% of Hillshire’s sales are derived from the U.S.

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J.P. Morgan analyst Ken Goldman said Pilgrim's Pride's bid was a "better option" for Hillshire shareholders, pointing to greater synergies by bringing together two meat companies that could benefit from sharing sales and marketing costs, supply chain and other expenses.

"We think joining two protein companies makes a lot more sense than marrying a meat company with one that has a focus on frozen vegetables," Goldman wrote in a research report. Pinnacle's portfolio includes Wish-Bone condiments, Mrs. Butterworth's syrups, and Celeste pizzas.

Goldman also believes it is possible other bidders could emerge for Hillshire, naming Tyson Foods Inc. (tsn), Sanderson Farms Inc. (safm), and privately held Cargill as potential suitors.

Interestingly, Pilgrim’s majority owner JBS SA, a Brazilian meatpacker, a few years ago sought to acquire Hillshire, then known as Sara Lee Corp. Media reports in early 2011 said JBS was concerned about the cost of financing, and ultimately, Sara Lee spun off its coffee and tea business and became known as Hillshire Brands in 2012.

Pilgrim’s Pride, meanwhile, has undergone its own transformation in recent years. The company landed in bankruptcy in late 2008 when it was pressured by a heavy debt load and low chicken prices.

But since that time, Pilgrim’s Pride has closed and sold plants and cut jobs—moves that were steered by JBS, which acquired a majority stake of Pilgrim’s in 2009. Pilgrim’s bottom line performance has improved dramatically the past two years and sales have risen each year since 2010.

Pilgrim’s earlier this month said it was looking to utilize the strength of its balance sheet for potential acquisitions, as long as they would add to earnings over the long term.

“We’re not afraid to look at a big deal,” Lovette told analysts earlier this month.

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