Seaboard Corporation Announces Share Repurchase
October 9, 2023
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.
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.