Smithfield Foods to Take Schneider Private

Apr 24, 2001, 01:00 ET from Smithfield Foods, Inc.

    SMITHFIELD, Va., April 24 /PRNewswire Interactive News Release/ --
 Smithfield Foods, Inc. (NYSE:   SFD) today announced a transaction that will
 result in Schneider Corporation becoming wholly owned by Smithfield Foods.
 Through its subsidiary Smithfield Canada Limited, Smithfield Foods currently
 owns indirectly all of the common shares and approximately 60% of the Class A
 shares of Schneider.
     Smithfield Foods is proposing the transaction following discussions with
 certain institutional shareholders of Schneider that want to convert their
 holdings in Schneider into an investment in Smithfield Foods.  These
 shareholders hold an aggregate of 2.37 million Schneider Class A shares (or
 approximately 91% of the public float) and have entered into irrevocable
 agreements with Smithfield Foods to tender all of their Schneider Class A
 shares to the Smithfield offer.
     Under the terms of the transaction, Smithfield Canada will offer to
 acquire all of the Class A shares of Schneider not owned by Smithfield Canada
 on the basis of 0.5415 of an exchangeable share of Smithfield Canada or, at
 Smithfield Foods' option, 0.5415 of a share of Smithfield Foods common stock
 for each Class A share.  Each whole exchangeable share of Smithfield Canada is
 exchangeable for one share of Smithfield Foods common stock.  On April 23,
 2001, the closing prices for Smithfield Foods common stock and the Schneider
 Class A shares were U.S.$37.23 and Cdn$20.75 respectively.
     Completion of the offer will be conditional upon, among other things, at
 least 90% of the outstanding Class A shares, other than the Class A shares
 held by Smithfield Canada and its affiliates, being deposited in acceptance of
 the offer and the receipt of all necessary regulatory approvals.
 
     Smithfield Foods was ranked the number two Fortune 500 food stock in total
 return to investors and placed in the top quartile in total return to
 investors among all Fortune 500 companies over the past 10 years.  With annual
 sales of $5.2 billion, Smithfield Foods is the leading processor and marketer
 of fresh pork and processed meats in the United States, as well as the largest
 producer of hogs. For more information, please visit
 http://www.smithfieldfoods.com .
 
     FORWARD LOOKING INFORMATION
     This news release may contain "forward-looking" information within the
 meaning of the federal securities laws. The forward-looking information may
 include statements concerning the Company's outlook for the future, as well as
 other statements of beliefs, future plans and strategies or anticipated
 events, and similar expressions concerning matters that are not historical
 facts. The forward-looking information and statements are subject to risks and
 uncertainties that could cause actual results to differ materially from those
 expressed in, or implied by, the statements. These risks and uncertainties
 include availability and prices of live hogs, raw materials and supplies, live
 hog production costs, product pricing, the competitive environment and related
 market conditions, operating efficiencies, access to capital, the cost of
 compliance with environmental and health standards, adverse results from
 ongoing litigation and actions of domestic and foreign governments.
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X58244694
 
 

SOURCE Smithfield Foods, Inc.
    SMITHFIELD, Va., April 24 /PRNewswire Interactive News Release/ --
 Smithfield Foods, Inc. (NYSE:   SFD) today announced a transaction that will
 result in Schneider Corporation becoming wholly owned by Smithfield Foods.
 Through its subsidiary Smithfield Canada Limited, Smithfield Foods currently
 owns indirectly all of the common shares and approximately 60% of the Class A
 shares of Schneider.
     Smithfield Foods is proposing the transaction following discussions with
 certain institutional shareholders of Schneider that want to convert their
 holdings in Schneider into an investment in Smithfield Foods.  These
 shareholders hold an aggregate of 2.37 million Schneider Class A shares (or
 approximately 91% of the public float) and have entered into irrevocable
 agreements with Smithfield Foods to tender all of their Schneider Class A
 shares to the Smithfield offer.
     Under the terms of the transaction, Smithfield Canada will offer to
 acquire all of the Class A shares of Schneider not owned by Smithfield Canada
 on the basis of 0.5415 of an exchangeable share of Smithfield Canada or, at
 Smithfield Foods' option, 0.5415 of a share of Smithfield Foods common stock
 for each Class A share.  Each whole exchangeable share of Smithfield Canada is
 exchangeable for one share of Smithfield Foods common stock.  On April 23,
 2001, the closing prices for Smithfield Foods common stock and the Schneider
 Class A shares were U.S.$37.23 and Cdn$20.75 respectively.
     Completion of the offer will be conditional upon, among other things, at
 least 90% of the outstanding Class A shares, other than the Class A shares
 held by Smithfield Canada and its affiliates, being deposited in acceptance of
 the offer and the receipt of all necessary regulatory approvals.
 
     Smithfield Foods was ranked the number two Fortune 500 food stock in total
 return to investors and placed in the top quartile in total return to
 investors among all Fortune 500 companies over the past 10 years.  With annual
 sales of $5.2 billion, Smithfield Foods is the leading processor and marketer
 of fresh pork and processed meats in the United States, as well as the largest
 producer of hogs. For more information, please visit
 http://www.smithfieldfoods.com .
 
     FORWARD LOOKING INFORMATION
     This news release may contain "forward-looking" information within the
 meaning of the federal securities laws. The forward-looking information may
 include statements concerning the Company's outlook for the future, as well as
 other statements of beliefs, future plans and strategies or anticipated
 events, and similar expressions concerning matters that are not historical
 facts. The forward-looking information and statements are subject to risks and
 uncertainties that could cause actual results to differ materially from those
 expressed in, or implied by, the statements. These risks and uncertainties
 include availability and prices of live hogs, raw materials and supplies, live
 hog production costs, product pricing, the competitive environment and related
 market conditions, operating efficiencies, access to capital, the cost of
 compliance with environmental and health standards, adverse results from
 ongoing litigation and actions of domestic and foreign governments.
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X58244694
 
 SOURCE  Smithfield Foods, Inc.