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Advisory Firm Recommends Yes Vote for Smithfield Takeover

13 September 2013

US - Institutional Shareholder Services (ISS), an independent proxy voting and corporate governance advisory firm is recommending that Smithfield Foods' shareholders vote in favour of the merger with Shuanghui International.

ISS has recommended that Smithfield shareholders should vote "FOR" the proposed strategic combination with Shuanghui International Holdings Limited at Smithfield's special meeting of shareholders on 24 September .

IN its report ISS said: "The $34.00 per share cash offer provides shareholders with a considerable and certain premium to the company's standalone trading price.

"The certainty of the deal's closure has also improved considerably over the last several months, as Shuanghui secured its committed financing and the merger received regulatory approval under HSR and CFIUS.

"Given the board's eagerness to consummate the merger before year end, the receipt of the consideration in the near future appears increasingly certain."

The ISS report also stated: "ISS recommends that clients vote for the merger with Shuanghui in light of the considerable premium offered by the deal and the certainty of value provided by the all-cash consideration."

"We are pleased that the pending transaction has been endorsed by ISS," said C. Larry Pope, president and chief executive officer of Smithfield. "ISS recognises the significant value that the proposed combination will deliver to all Smithfield shareholders. We look forward to completing this transaction and beginning a new chapter in Smithfield's long and successful history. On behalf of the entire Board of Directors, I urge all Smithfield shareholders to vote "FOR" the proposal to approve the merger agreement."

The special meeting of Smithfield shareholders is scheduled for 24 September 2013 at 9:00a.m. Eastern Time. The meeting will be held at McGuireWoods LLP at One James Center, 901 East Cary Street, Richmond, Virginia. All shareholders of record of Smithfield's common stock as of the close of business on 5 August 2013 will be entitled to vote their shares at the meeting either in person or by proxy.

The Smithfield board of directors unanimously recommends that Smithfield shareholders vote "FOR" the proposal to approve the merger agreement. Under the terms of the agreement, Smithfield shareholders will receive $34.00 per share in cash for each share of Smithfield common stock that they own. Upon closing of the transaction, Smithfield's common stock will cease to be publicly traded and the company will be a wholly-owned subsidiary of Shuanghui International Holdings Limited, operating as Smithfield Foods.

Following receipt of shareholder approval, the company expects to complete the merger by 26 September 2013.

TheMeatSite News Desk

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