MERRIAM,
Kan., Oct. 9, 2023 /PRNewswire/ -- Seaboard
Corporation (NYSE AMERICAN: SEB) ("Seaboard") today announced
that it has agreed to repurchase 189,724 shares of its common
stock, $1.00 par value per share
("Common Stock"), at a purchase price of $3,162.50 per share. This represents a 15.7%
discount to the 180-day volume weighted average trading price of
the Common Stock as of October 6,
2023, a 14.9% discount to the 30-day volume weighted average
trading price of the Common Stock as of October 6, 2023 and a 13.5% discount to closing
price of the Common Stock as of October 6,
2023. The Common Stock will be repurchased for an aggregate
purchase price of $600,002,150 from
entities affiliated with Ellen S.
Bresky, the Chairwoman of the Board of Directors of
Seaboard, and other members of the Bresky family (collectively, the
"Bresky Group"), in a privately negotiated transaction. The
repurchased shares will be retired.
Seaboard expects the repurchase transaction to close on or about
October 10, 2023.The repurchase will
be funded with a combination of cash on hand, cash from the sale of
marketable securities and a draw on Seaboard's existing credit
facilities. Seaboard further expects that the repurchase will be
accretive to its earnings per share and that it will retain
sufficient liquidity for execution of its business plan.
Douglas W. Baena, Lead
Independent Director of Seaboard, said, "The strength of Seaboard's
balance sheet allows it to execute this accretive repurchase
transaction and retain significant liquidity for execution of its
current business plan."
Ellen Bresky, Chairwoman of the
Seaboard Board of Directors, commented "The Bresky Group
appreciates the work by Seaboard on this transaction in connection
with certain internal family planning and structuring objectives.
As has been the case for many decades, the Bresky family remains
fully committed to and confident in Seaboard, its performance, and
its future success. We look forward to continuing as long-term
shareholders and partners of Seaboard."
The repurchase was negotiated and approved by a special
committee of the Board of Directors of Seaboard (the "Special
Committee"), comprised solely of disinterested, independent
directors, including Seaboard's Lead Independent Director. The
Special Committee was advised by Morris, Nichols, Arsht &
Tunnell LLP as its independent legal counsel and Kroll LLC and
Kroll Securities, LLC (collectively "Kroll") as its independent
financial advisor. The Special Committee received an opinion from
Kroll as to the fairness of the consideration paid for the
repurchased shares from a financial point of view to Seaboard and
stockholders of Seaboard unaffiliated with the Bresky Group. The
Special Committee's grant of authority provided that no repurchase
or alternative proposed capital return transaction involving
Seaboard and the Bresky Group could be consummated without the
prior favorable recommendation of the Special Committee.
The Bresky Group was advised by Latham & Watkins LLP as its
legal counsel and BDT & MSD Partners as its financial
advisor.
About Seaboard Corporation:
Seaboard Corporation is a diversified international agribusiness
and transportation company, primarily engaged in domestic pork
production and processing and cargo shipping. Overseas, Seaboard is
primarily engaged in commodity merchandising, flour and feed
milling, produce farming, sugar production and electric power
generation.
Forward-Looking Statements:
This press release contains forward-looking statements with
respect to the financial condition, results of operations, plans,
objectives, future performance and business of Seaboard.
Forward-looking statements generally may be identified as
statements that are not historical in nature and include, without
limitation, statements concerning Seaboard's expected liquidity for
its current business plan, Seaboard's repurchase of the shares from
the Bresky Group, the expected accretion therefrom, the expected
timing of the closing thereof and the expected source of funds to
be used to repurchase the shares. Seaboard undertakes no obligation
to publicly update or revise any forward-looking statement, whether
as a result of new information, future events, changes in
assumptions or otherwise, except as required by law.
Forward-looking statements are not guarantees of future performance
or results. They involve risks, uncertainties and assumptions.
Actual results may differ materially from those contemplated by the
forward-looking statements due to a variety of factors. Such
factors include those factors disclosed under "Item 1A. Risk
Factors" in Seaboard's most recent Annual Report on Form 10-K and,
to the extent applicable, its Quarterly Reports on Form 10-Q and
other reports filed with the Securities and Exchange Commission,
including those factors relating to Seaboard's receipt of a
proposal from the Bresky Group to repurchase shares of their Common
Stock or enter into an alternative capital return transaction,
Seaboard's response thereto and the effects of any such transaction
on Seaboard's future liquidity and capital resources and the market
price of Seaboard's Common Stock.
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SOURCE Seaboard Corporation
