Smithfield Foods completed its acquisition of Nathan’s Famous on Oct. 26, making the hot dog maker a wholly owned subsidiary as Nasdaq scheduled a trading suspension for its shares the following day.
Under the merger terms in Nathan’s Oct. 26 filing, eligible shareholders are entitled to $102 per share in cash, less applicable withholding tax and with no interest. The automatic conversion did not apply to shares whose holders properly exercised appraisal rights.
Smithfield’s January announcement put the transaction’s value at approximately $450 million in enterprise value. That figure is distinct from the $102 cash consideration for each eligible share.
Smithfield has held an exclusive license since 2014 for specified Nathan’s products in the United States and Canada, and for sales at Sam’s Clubs in Mexico. The license was due to expire in March 2032. Smithfield said the acquisition would secure its rights to the brand indefinitely.
Nathan’s reported that its shareholders approved the merger on Oct. 23. Nasdaq identified that date as the last trading day for the shares; trading remained halted on Oct. 26, and the exchange set Oct. 27 for the suspension to take effect.
At closing, 10 Nathan’s directors left the board, and C. Shane Smith became the subsidiary’s sole director. Nathan’s said it had asked Nasdaq to begin the delisting process and planned to end its SEC reporting obligations. The exchange’s scheduled suspension is the next dated step.
