Wayne Farms LLC and Cargill, Incorporated signed a definitive agreement to acquire Sanderson Farms, Inc. (NasdaqGS:SAFM) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Nuance Investments, LLC, T. Rowe Price Associations, Inc. and others for $4.6 billion on August 8, 2021. The consideration will be paid as $203 per share in cash. If the Merger is consummated, the shares will be delisted from the Nasdaq Stock Market. Wayne Farms LLC has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement and paying related fees and expenses. Bank of America, N.A., BofA Securities, Inc. and Coöperatieve Rabobank U.A. have agreed to provide Wayne Farms LLC with debt financing. The debt financing at the closing of the merger will consist of a $1,000 million senior secured term loan A-1 facility, a $750 million senior secured term loan A-2 facility and a $750 million senior secured term loan B facility. Sanderson will be integrated with Wayne Farms. Clint Rivers, Chief executive officer of Wayne Farms will lead the combined company. In the event of termination, Sanderson Farms will pat a termination fee of $158 million while Wayne Farms will pay a termination fee of $300 million.

The transaction is subject to holders of two-thirds of the shareholders of Sanderson, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, regulatory approval, customary closing conditions. The Sanderson Farms's board of directors has unanimously determined that it is fair to and in the best interests of the company and its stockholders and declared it advisable and resolved to recommend that the stockholders of the company approve the merger agreement. As of October 21, 2021, the shareholders of Sanderson Farms, Inc. has approved the deal. On October 27, 2021, Sanderson Farms, Inc. received regulatory approvals from each of the Ministry of Commerce of the People's Republic of China and the Federal Economic Competition Commission of Mexico. The transaction is expected to close by the end of 2021 or early 2022. On December 20, 2021, Wayne Farms and Sanderson Farms, each received a request for additional information and documentary material from U.S. Department of Justice (DOJ) in connection with the agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both the parties have substantially complied with the second request, unless the waiting period is terminated earlier by the DOJ or extended by agreement of the company and parent. As of February 18, 2022, the group of 13 lawmakers urged for a thorough review of the transaction by the Department of Justice to prevent harm to American farmers and consumers. The parties expect that the Merger will be completed in the first half of 2022.

Centerview Partners LLC acted as financial advisor for Sanderson. Sanderson board received opinion of Centerview Partners LLC that consideration is fair from financial point of view. Sanderson has agreed to pay Centerview an aggregate fee of $50,000,000, $5,000,000 of which was payable upon the rendering of Centerview's opinion. Steven J. Williams, Thomas de la Bastide, Eaphael Russo, Stephen Koo, Oliver Board, Philip Heimowitz, David Curtiss, Scott Sontag, Patrick Karsnitz, Andrew Gaines, Ron Aizen, Aidan Synnott, Richard Rosen and Geoffrey Chepiga, Peter Jaffe, Steven Herzog, Rachel Fiorill, Charles Googe, Peter Fisch, Alan Halperin, Emma Sobol, William O'Brien, Yuni Sobel and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors for Wayne Farms LLC. Ethan A. Klingsberg, Paul K. Humphreys, Lori Goodman, Jordan Salzman, Kyle Lakin, Mary Lehner, Justin Stewart-Teitelbaum, Menachem Kaplan, Olivia Radin and Stephanie Brown Cripps of Freshfields Bruckhaus Deringer US LLP acted as legal advisors for Cargill and Continental Grain parent of Wayne Farms. Lazard acted as financial advisor for Wayne Farms and Continental Grain. David A. Katz, Nelson O. Fitts, Adam J. Shapiro, Michael S. Benn, Tijana J. Dvornic, Sarah Perez Berger and Alison Z. Preiss of Wachtell, Lipton, Rosen & Katz, Louis Y. Fishman and Maureen Brennan Gershanik of Fishman Haygood LLP and Walter S. Weems and Ken Rogers of Brunini, Grantham, Grower & Hewes, PLLC acted as legal advisors for Sanderson. BofA Securities acted as the financial advisor to Cargill. Eric B. Sloan of Gibson Dunn & Crutcher acted legal advisors for Cargill. Computershare is the transfer agent for shares of Sanderson Farms. MacKenzie Partners, Inc. is the information agent for Sanderson Farms and will receive a fee of approximately $50,000. Also acting for Cargill and Continental Grain were Arnold & Porter Kaye Scholer LLP as special antitrust counsel and Jones Walker LLP as Mississippi counsel.

Wayne Farms LLC and Cargill, Incorporated completed the acquisition of Sanderson Farms, Inc. (NasdaqGS:SAFM) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Nuance Investments, LLC, T. Rowe Price Associations, Inc. and others on July 22, 2022. As a result of the completion of the transaction, Sanderson Farms' shares will no longer trade on the NASDAQ beginning July 22, 2022. As a part of the closing of the transaction, Cargill and Continental Grain have combined Sanderson Farms with Wayne Farms, a subsidiary of Continental Grain, forming a new privately held poultry business. The new business, named Wayne-Sanderson Farms, will be headquartered in Oakwood, GA. As previously announced, Clint Rivers, currently CEO of Wayne Farms, has been appointed CEO of the combined company. As of August 5, 2022, the US department of Justice has approved the merger.