Provena Foods Inc. to Be Acquired by Hormel Foods Corporation
2006年9月6日 - 9:56PM
PRニュース・ワイアー (英語)
CHINO, Calif., Sept. 6 /PRNewswire-FirstCall/ -- Provena Foods Inc.
(AMEX:PZA), a leading provider of pepperoni to pizza makers and
packaged food manufacturers, announced today it has entered into a
definitive merger agreement with Hormel Foods Corporation
(NYSE:HRL) pursuant to which Hormel Foods will acquire Provena
Foods Inc. Each share of Provena's common stock will be cancelled
and converted into the right to receive 0.08 shares of Hormel Foods
common stock. Including net assumed debt for borrowed money of
approximately $6.2 million and a price per share of Hormel Foods
common stock of $37.50, the transaction has an enterprise value of
approximately $16.8 million. "We are very excited about the
opportunity to join our company with such an established name in
the food industry," said Provena Chairman and Chief Executive
Officer Ted Arena. "The merger will give Hormel Foods a west-coast
production capacity and represents significant value to the Provena
shareholders." The proposed acquisition has been approved by the
board of directors of each company and is subject to customary
closing conditions, including the approval of the Provena
shareholders. Shareholders holding approximately 46% of the
outstanding shares of Provena common stock, as of September 6,
2006, have agreed to vote their shares in favor of the merger
agreement and against any competing proposal. The transaction is
expected to close by the end of calendar year 2006. About Provena
Foods Inc. Provena provides pepperoni and pasta to pizza makers and
packaged food manufacturers. The company's Swiss American Sausage
division makes pepperoni and Italian-style sausage for sale to
pizza chains, food processors, and foodservice distributors. Its
Royal-Angelus Macaroni unit is the oldest pasta maker in the US,
tracing its origins back to 1887. It makes dry pasta products for
food processors, private-label customers, specialty food
distributors, and the foodservice industry. Provena Foods' products
are sold throughout the US but primarily in the western states.
About Hormel Foods Corporation Hormel Foods Corporation, based in
Austin, Minn., is a multinational manufacturer and marketer of
consumer-branded food and meat products, many of which are among
the best known and trusted in the food industry. The company
leverages its extensive expertise, innovation and high competencies
in pork and turkey processing and marketing to bring quality,
value-added brands to the global marketplace. The company enjoys a
strong reputation among consumers, retail grocers, foodservice and
industrial customers for products that are highly regarded for
quality, taste, nutrition, convenience and value. Forward-Looking
Statements Some statements set forth in this release, including
those regarding Hormel Foods' proposed acquisition of Provena,
contain forward-looking statements that are subject to change.
Statements including words such as "anticipate", "believe",
"estimate" or "expect" and statements in the future tense are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that could cause actual events
or actual future results to differ materially from the expectations
set forth in the forward-looking statements. Some of the factors
which could cause results to differ materially from the
expectations expressed in these forward-looking statements include
the following: the requirement that Provena's shareholders must
approve the transaction; the possibility that the transaction will
not close or that the closing may be delayed; the effect of the
announcement of the acquisition on Provena's strategic
relationships, operating results and business generally, including
the ability to retain key employees; Hormel Foods' ability to
successfully integrate Provena's operations and employees; general
economic conditions; and other factors described in Provena's and
Hormel Foods' SEC filings (including Provena's Annual Report on
Form 10-K for the year ended December 31, 2005 and Hormel Foods'
Annual Report on Form 10-K for the year ended October 30, 2005). If
any of these risks or uncertainties materializes, the acquisition
may not be consummated, the potential benefits of the acquisition
may not be realized, Hormel Foods' and/or Provena's operating
results and financial performance could suffer, and actual results
could differ materially from the expectations described in these
forward-looking statements. Provena does not assume any obligation
to update these forward-looking statements. Additional Information
and Where to Find It Provena and Hormel Foods have agreed to file a
proxy statement/prospectus in connection with the proposed
acquisition. The proxy statement/prospectus will be mailed to the
shareholders of Provena. Provena's shareholders are urged to read
the proxy statement/prospectus and other relevant materials when
they become available because they will contain important
information about the acquisition and Provena. Investors and
security holders may obtain free copies of these documents (when
they are available) and other documents filed with the Securities
and Exchange Commission at the SEC's web site at
http://www.sec.gov/. Provena and its officers and directors may be
deemed to be participants in the solicitation of proxies from
Provena's shareholders with respect to the merger. Information
about Provena's executive officers and directors and their
ownership of Provena common stock is set forth in the proxy
statement for Provena's 2006 Annual Meeting of Shareholders, which
was filed with the SEC on April 4, 2006. Investors and security
holders may obtain more detailed information regarding the direct
and indirect interests of Provena and its respective executive
officers and directors in the merger by reading the proxy
statement/prospectus regarding the merger, which will be filed with
the SEC. In addition, Hormel Foods and its officers and directors
may be deemed to have participated in the solicitation of proxies
from Provena's shareholders in favor of the approval of the merger.
Information concerning Hormel Foods' executive officers and
directors is set forth in Hormel Foods' proxy statement for its
2006 Annual Meeting of Stockholders, which was filed with the SEC
on December 23, 2005. These documents are available free of charge
at the SEC's web site at http://www.sec.gov/ or by going to Hormel
Foods' Investor Relations Website at http://www.hormel.com/. For
Further Information Contact: Tom Mulroney of Provena Foods Inc.
(909) 627-1082 Fred Halvin, Hormel Foods investor contact (507)
437-5007; Julie Craven, Hormel Foods media contact (507) 437-5345;
DATASOURCE: Provena Foods Inc. CONTACT: Tom Mulroney of Provena
Foods Inc., +1-909-627-1082; or Investors, Fred Halvin,
+1-507-437-5007, , or Media, Julie Craven, +1-507-437-5345, , both
of Hormel Foods
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