Smithfield Foods: Activists and Acquisitions

Ming-Jer Chen, Ruo Jia, Gerry Yemen
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Abstract

This research-based case uses the circumstances surrounding Virginia-based Smithfield Foods' (Smithfield's) buyout offers from multiple foreign firms to examine the political and cultural constraints of a regionally rooted global firm in pursuing its strategic objectives. Smithfield's senior leadership receives offers from three firms, ShuangHui International (ShuangHui), JBS S.A. (JBS), and Charoen Pokphand Foods (CPF), based in China, Brazil, and Thailand, respectively, to acquire all of Smithfield's outstanding assets and liabilities. Smithfield's history was one of aggressive growth through acquisition, skirting government regulations, and truculence with respect to labor and environmental activists. However, as revenues plateaued, the firm faced increasing investor pressure to either trim costs or sell off portions of the company to improve shareholder value. Though the company's operations crossed continents, its identity and brand were tied to southeastern Virginia. Would it be best for the company or its shareholders to sell? If so, to whom? What risks would the firm face, politically and culturally, if it decided to do so? Because of its many details, the instructor teaching this case can approach the content from a number of strategic or leadership perspectives. Excerpt UVA-S-0308 Apr. 1, 2019 Smithfield Foods: Activists and Acquisitions C. Larry Pope, CEO of Smithfield Foods (Smithfield), and Joseph W. Luter III, chairman of Smithfield's board of directors, were in Williamsburg, Virginia, for a meeting with the company's board of directors on April 21, 2013. Joining Pope, Luter, and the board were advisers from Barclays Investment Bank and representatives from the international law firm of Simpson Thacher & Bartlett. Their purpose that day was to map the future direction of the company, then the largest pork production, processing, and packaging firm in the United States. Despite its size, Smithfield was anchored to a regional history and community. The company was founded in and had continued to operate out of the town of Smithfield, Virginia, since 1936. Although its population was less than 8,000, the town's name had been synonymous with cured hams in the South as early as the 1870s. Remarkably, among the possible futures to be discussed that day, none was more urgent than the question of whether Smithfield would continue to operate as a publicly traded US company or become a subsidiary of China-based meat processing firm ShuangHui International (ShuangHui), Brazil-based JBS S.A. (JBS), or Thailand-based Charoen Pokphand Foods (CPF). The events leading Smithfield to this decision had begun in early March, after the company released its third-quarter earnings. Continental Grains Company (Continental), one of Smithfield's largest institutional investors, had issued a letter on March 7 accusing the company's leadership of acting against shareholder interests by not splitting up the firm and selling its unprofitable fresh-pork division to another meat firm, while spinning off its more profitable meat packaging and international meats divisions. The letter noted the company's stock had declined 26% over the last seven years, paid no cash dividends, and had no clear strategy for growth. In contrast, Continental noted that Smithfield's competitors, Tyson's and Hormel's, stock returns were 70% and 131%, respectively, with $ 429 million and $ 729 million paid out in cash dividends during the same period. Pope and
史密斯菲尔德食品:积极分子和收购
本研究案例以弗吉尼亚州的史密斯菲尔德食品公司(Smithfield Foods)被多家外国公司收购为背景,考察了一家根植于地区的全球性公司在追求其战略目标时所面临的政治和文化限制。史密斯菲尔德的高级管理层收到了来自中国、巴西和泰国的三家公司——双汇国际(ShuangHui International)、JBS S.A. (JBS)和正大食品(Charoen Pokphand Foods)——的收购要约,拟收购史密斯菲尔德的所有未偿资产和负债。史密斯菲尔德的历史是通过收购、规避政府监管以及对劳工和环境活动家的粗暴态度来积极发展的。然而,随着收入趋于稳定,该公司面临着越来越大的投资者压力,要么削减成本,要么出售部分公司股份,以提高股东价值。尽管该公司的业务遍及各大洲,但它的身份和品牌却与弗吉尼亚州东南部联系在一起。对公司或股东来说,出售股票是最好的选择吗?如果是,给谁?如果公司决定这么做,它将面临什么样的政治和文化风险?因为它的许多细节,讲师讲授这个案例可以从一些战略或领导的角度来接近内容。2013年4月21日,史密斯菲尔德食品公司首席执行官C. Larry Pope和史密斯菲尔德董事会主席Joseph W. Luter III在弗吉尼亚州威廉斯堡与公司董事会举行会议。加入Pope、Luter和董事会的还有巴克莱投资银行(Barclays Investment Bank)的顾问和国际律师事务所Simpson Thacher & Bartlett的代表。他们那天的目的是规划公司未来的发展方向,当时该公司是美国最大的猪肉生产、加工和包装公司。尽管史密斯菲尔德规模很大,但它与当地的历史和社区息息相关。该公司成立于弗吉尼亚州史密斯菲尔德镇,并自1936年以来一直在该镇运营。虽然人口不到8000人,但早在19世纪70年代,小镇的名字在南方就已经是腌火腿的代名词。值得注意的是,在当天讨论的可能的未来中,最迫切的问题是史密斯菲尔德是继续作为一家美国上市公司运营,还是成为中国肉类加工企业双汇国际(ShuangHui International)、巴西JBS S.A. (JBS)或泰国正大食品(Charoen Pokphand Foods)的子公司。导致史密斯菲尔德做出这一决定的事件始于3月初,当时该公司刚刚发布了第三季度财报。3月7日,史密斯菲尔德最大的机构投资者之一大陆谷物公司(Continental Grains Company)发表了一封信,指责公司领导层不分拆公司,将不盈利的鲜肉部门出售给另一家肉类公司,同时剥离利润更高的肉类包装和国际肉类部门,这违背了股东利益。信中指出,该公司的股价在过去七年中下跌了26%,没有支付现金股息,也没有明确的增长战略。相比之下,大陆集团指出,Smithfield的竞争对手泰森食品(Tyson's)和荷美尔食品(Hormel's)的股票回报率分别为70%和131%,同期分别派发了4.29亿美元和7.29亿美元的现金股息。教皇和
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