>>> Tyson Foods Comments on Hillshire Brands Withdrawal of Board Recommendation

Pinnacle Foods Tyson Foods Comments on Hillshire Brands Withdrawal of Board Recommendation for a Merger with Pinnacle Foods 

Tyson Foods, Inc. (NYSE:TSN) today acknowledged The Hillshire Brands Company (NYSE:HSH) announcement that its Board of Directors withdrew its recommendation in favor of the May 12, 2014 merger agreement with Pinnacle Foods (NYSE:PF) (the "Pinnacle Agreement"). 

Based on Tyson Foods' understanding of the Pinnacle Agreement, Pinnacle Foods may now immediately terminate this agreement and accept a $163 million fee, or it may insist Hillshire Brands conduct a shareholder meeting to vote on a transaction that the Hillshire Brands Board has now recommended against. 

"We believe our offer to acquire Hillshire Brands for $63 per share in cash is a superior proposal for Hillshire Brands shareholders," said Donnie Smith, president and CEO of Tyson Foods. "We're pleased the Hillshire Board has withdrawn its recommendation in favor of the Pinnacle Agreement, and now recommends the Tyson Foods offer, all as expressly authorized by the Pinnacle Agreement. We hope Pinnacle Foods will promptly accept the termination fee and not delay the ability of Hillshire Brands' shareholders to benefit from Tyson Foods' superior offer."