Item 8.01 Other Events
As previously announced, on August 8, 2021, Sanderson Farms, Inc., a Mississippi
business corporation (the "Company"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Walnut Sycamore Holdings LLC, a Delaware
limited liability company ("Parent"), Sycamore Merger Sub LLC, a Delaware
limited liability company and an indirect wholly owned subsidiary of Parent
("Merger Sub"), and solely for purposes of certain provisions specified therein,
Wayne Farms LLC, a Delaware limited liability company ("Wayne Farms"), which
provides, among other things and subject to the terms and conditions set forth
therein, that Merger Sub will be merged with and into the Company (the
"Merger"), with the Company continuing as the surviving corporation and as an
indirect wholly owned subsidiary of Parent.
The Merger Agreement and certain related proposals were approved by the
Company's stockholders at a special meeting of the Company's stockholders held
on October 21, 2021, and the parties to the Merger Agreement continue to work to
satisfy the other conditions to the closing of the Merger. While the Company no
longer expects the Merger to be completed in the first half of the calendar year
2022, the Company continues to expect the Merger to be completed in accordance
with the terms of the Merger Agreement.
There can be no assurance, however, that the conditions to the closing of the
Merger will be satisfied or that the parties will waive any of such conditions,
or that the completion of the Merger will occur on or before the End Date (as
defined in the Merger Agreement).
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the
meaning of the "safe harbor" provisions of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are based on a number of assumptions about
future events and are subject to various risks, uncertainties and other factors
that may cause actual results to differ materially from the views, beliefs,
projections and estimates expressed in such statements. These risks,
uncertainties and other factors include, but are not limited to, those discussed
under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 2021 and Quarterly Report on Form 10-Q for the quarter
ended April 30, 2022, and the following: (1) the timing, receipt and terms and
conditions of any required governmental or regulatory approvals of the proposed
transaction and the related transactions involving affiliates of Cargill and
Continental Grain that could reduce the anticipated benefits of or cause the
parties to abandon the proposed transaction; (2) risks related to the
satisfaction of the conditions to closing the proposed transaction (including
the failure to obtain necessary regulatory approvals), and the related
transactions involving affiliates of Cargill and Continental Grain, in the
anticipated timeframe or at all; (3) the risk that any announcements relating to
the proposed transaction could have adverse effects on the market price of the
Company's shares of common stock, par value $1.00 per share; (4) disruption from
the proposed transaction making it more difficult to maintain business and
operational relationships; (5) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement
entered into pursuant to the proposed transaction or of the transactions
involving affiliates of Cargill and Continental Grain; (6) risks related to
disruption of management's attention from the Company's ongoing business
operations due to the proposed transaction; (7) disruption from the proposed
transaction making it difficult to maintain business and operational
relationships, including retaining and hiring key personnel and maintaining
relationships with the Company's customers, vendors and others with whom it does
business; (8) significant transaction costs; (9) the risk of litigation and/or
regulatory actions related to the proposed transaction or unfavorable results
from currently pending litigation and proceedings or litigation and proceedings
that could arise in the future; (10) other business effects, including the
effects of industry, market, economic, political or regulatory conditions;
(11) information technology system failures, data security breaches, data
privacy
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compliance, network disruptions, and cybersecurity, malware or ransomware
attacks; (12) changes resulting from the COVID-19 pandemic, which could
exacerbate any of the risks described above, and could include: high absentee
rates that have prevented and may continue to prevent the Company from running
some of its facilities at full capacity, or could in the future cause facility
closures; (13) an inability of contract poultry producers to manage their
flocks; (14) supply chain disruptions for feed grains; (15) further changes in
customer orders due to shifting consumer patterns; (16) disruptions in logistics
and the distribution chain for the Company's products; (17) liquidity
challenges; and (18) a continued or worsening decline in global commercial
activity, among other unfavorable conditions.
Readers are cautioned not to place undue reliance on forward-looking statements
made by or on behalf of the Company. Each such statement speaks only as of the
day it was made. The Company undertakes no obligation to update or to revise any
forward-looking statements. The factors described above cannot be controlled by
the Company. When used in this communication, the words "believes," "estimates,"
"plans," "expects," "should," "could," "outlook," and "anticipates" and similar
expressions as they relate to the Company or its management are intended to
identify forward looking statements. Forward-looking statements in this
communication may include, without limitation: statements about the potential
benefits of the proposed acquisition, anticipated growth rates, the Company's
plans, objectives, expectations, and the anticipated timing of closing the
proposed transaction.
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