Smithfield Foods Announces Mailing of Offer for Schneider Shares.SMITHFIELD, Va.--(BUSINESS WIRE)--Oct. 20, 1998--Smithfield Foods, Inc. (Nasdaq:SFDS SFDS Saint Francis de Sales SFDS Secondary Flight Display System (Meggitt Avionics) SFDS Sanitary Facility Data System (EPA) SFDS Standby Fighter Director Ship SFDS Strike Force Data System ) announced today that its wholly-owned subsidiary, Smithfield Canada Limited, has mailed its offer to acquire any and all of the outstanding Class A Non-voting Shares and Common Shares of Schneider Corporation. Under the offer, Schneider shareholders will have the opportunity to receive 0.5415 of an Exchangeable Share of Smithfield Canada for each Schneider share. The offer is open for acceptance until 5:00 p.m. (local time at the place of deposit) on Nov. 18, 1998, unless extended or withdrawn by Smithfield Canada. Smithfield Canada does not currently intend to take up and pay for any Schneider shares tendered pursuant to its offer until after the Ontario Court of Appeal The Court of Appeal for Ontario (frequently referred to as Ontario Court of Appeal) is headquartered in downtown Toronto, in historic Osgoode Hall. The Court is composed of 22 judges who hear over 1 500 appeals each year, on issues of private law, constitutional has announced its decision on the litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. commenced earlier this year against Schneider, its board of directors and certain members of the Schneider Family. The Exchangeable Shares will provide the same voting, liquidation and dividend rights as Smithfield Foods  This article or section is written like an .Please help [ rewrite this article] from a neutral point of view. Mark blatant advertising for , using . common shares and have been designed to allow Schneider's Canadian shareholders who accept Smithfield Canada's offer a tax deferral tax deferral The delay of a tax liability until a future date. For example, an IRA may result in a tax deferral on the amount contributed to the IRA and on any income earned on funds in the IRA until withdrawals are made. in certain circumstances. The Exchangeable Shares will be exchangeable by the holders at any time for Smithfield Foods common shares, which trade on the Nasdaq market in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . On the 10th anniversary of the date that Smithfield Canada first takes up and pays for any Schneider shares tendered to its offer, Smithfield Canada will redeem any Exchangeable Shares then outstanding. Assuming that all of the outstanding Schneider shares are acquired under Smithfield Canada's offer, Smithfield Foods will be obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to issue approximately 4,000,000 of its common shares on the exchange of the Exchangeable Shares. Based on the Nasdaq closing price of the Smithfield Foods common shares on Oct. 19, 1998 (U.S. $18.50 per share), the value of Smithfield Canada's offer is Cdn. $15.52 per Schneider share. As has been disclosed publicly, Smithfield Canada is making its offer pursuant to a lock-up agreement Lock-Up Agreement A legally binding contract between the underwriters and insiders of a company prohibiting these individuals from selling any shares of stock for a specified period of time. dated Dec. 18, 1997, under which certain members of the Schneider Family are obligated to tender their Common Shares (representing approximately 75 percent of the outstanding Common Shares) and their Class A Shares (representing approximately 17 percent of the outstanding Class A Shares) in acceptance of Smithfield Canada's offer. Smithfield Canada has obtained approvals under the Competition Act and the Investment Canada Act in connection with its offer. Smithfield Foods is the largest vertically integrated producer and marketer of fresh pork and processed meats in the United States. Smithfield Foods had net income of U.S. $53.4 million (Cdn. $76.6 million) on sales of U.S. $3.9 billion (Cdn. $5.6 billion) for the fiscal year ended May 3, 1998. |
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