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OFFON

SANDERSON FARMS, INC.

(SAFM)
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Sanderson Farms : Special Meeting Proxy Statement

09/13/2021 | 10:12am EDT

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant

Filed by a party other than the Registrant

Check the appropriate box:

  • Preliminary Proxy Statement
  • Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
    Definitive Proxy Statement
  • Definitive Additional Materials
  • Soliciting Material under §240.14a-12

SANDERSON FARMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  • No fee required.
  • Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    1. Title of each class of securities to which transaction applies:
    2. Aggregate number of securities to which transaction applies:
    3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
    4. Proposed maximum aggregate value of transaction:
    5. Total fee paid:
  • Fee paid previously with preliminary materials.
  • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    1. Amount Previously Paid:
    2. Form, Schedule or Registration Statement No.:
    3. Filing Party:
    4. Date Filed:

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Sanderson Farms, Inc.

127 Flynt Road

Laurel, Mississippi 39443

Dear Sanderson Farms Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the "Special Meeting") of stockholders of Sanderson Farms, Inc. ("Sanderson Farms" or the "Company") to be held on October 21, 2021, at 10:00 a.m., Central time. Due to the possible public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, Sanderson Farms will hold the Special Meeting virtually via the Internet at https://meetnow.global/MP5NPZA. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to "present in person" or "in person" shall mean virtually present at the Special Meeting. Formal notice of the Special Meeting, a proxy statement and a proxy card accompany this letter.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to approve the Agreement and Plan of Merger, dated as of August 8, 2021 (the "Merger Agreement"), by and among Sanderson Farms, Inc., a Mississippi business corporation ("Sanderson Farms"), Walnut Sycamore Holdings LLC, a Delaware limited liability company ("Parent"), Sycamore Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Sanderson Farms, and solely for purposes of certain provisions specified therein, Wayne Farms LLC, a Delaware limited liability company ("Wayne Farms"), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Sanderson Farms' named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal"), and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting. Parent and Merger Sub are entities that are affiliated with Cargill, Incorporated, a Delaware corporation ("Cargill"), and Continental Grain Company, a Delaware corporation ("CGC"). Wayne Farms is an entity that is affiliated with CGC. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company and the separate corporate existence of Merger Sub will cease, with the Company continuing as the surviving corporation (the "Merger") and an indirect wholly owned subsidiary of Parent.

If the Merger is completed, you will be entitled to receive $203.00 in cash, without interest, for each share of Sanderson Farms common stock that you own.

The Board of Directors of Sanderson Farms (the "Board of Directors"), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that it is fair to and in the best interests of Sanderson Farms and its stockholders, and declared it advisable, to enter into the Merger Agreement; (ii) adopted the plan of merger set forth in the Merger Agreement, (iii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger; and

  1. resolved to recommend that holders of Sanderson Farms common stock approve the Merger Agreement in accordance with the Delaware Limited Liability Company Act, as amended (the "DLLCA") and Mississippi Business Corporation Act (the "MBCA"). The Board of Directors

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unanimously recommends that you vote: (1) "FOR" the approval of the Merger Agreement; (2) "FOR," on an advisory (non-binding) basis, the Compensation Proposal; and (3) "FOR" the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to approve the Merger Agreement is approved by the affirmative vote of the holders of at least two-thirds of the total outstanding shares of Sanderson Farms common stock entitled to vote at the Special Meeting.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

proxy@mackenziepartners.com (212) 929-5500 or (800) 322-2885

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

Joe F. Sanderson, Jr.

Chairman and Chief Executive Officer

The accompanying proxy statement is dated September 13, 2021 and, together with the enclosed form of proxy card, is first being mailed on or about September 13, 2021.

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Sanderson Farms, Inc.

127 Flynt Road

Laurel, Mississippi 39443

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON OCTOBER 21, 2021

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, the "Special Meeting") of Sanderson Farms, Inc., a Mississippi business corporation ("Sanderson Farms"), will be held on October 21, 2021 at 10:00 a.m., Central time. Due to public health concerns regarding the coronavirus, or COVID-19, pandemic and to prioritize the health and wellbeing of our employees, shareholders and other community members, Sanderson Farms will hold the Special Meeting virtually via the Internet only on https://meetnow.global/MP5NPZA. You will not be able to attend the special meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to "present in person" or "in person" shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

  1. To consider and vote on the proposal to approve the Agreement and Plan of Merger, dated as of August 8, 2021, (the "Merger Agreement"), by and among Sanderson Farms, Walnut Sycamore Holdings LLC, a Delaware limited liability company ("Parent"), Sycamore Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and solely for purposes of certain provisions specified therein, Wayne Farms LLC, a Delaware limited liability company ("Wayne Farms"). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Sanderson Farms and the separate corporate existence of Merger Sub will cease, with Sanderson Farms continuing as the surviving corporation (the "Merger") and an indirect wholly owned subsidiary of Parent;
  2. To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Sanderson Farms' named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal"); and
  3. To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting.

Only Sanderson Farms stockholders of record as of the close of business on September 8, 2021, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote: (1) "FOR" the approval of the Merger Agreement; (2) "FOR", on an advisory (non-binding) basis, the Compensation Proposal; and (3) "FOR" the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting.

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Sanderson Farms has concluded that its stockholders are not entitled to assert appraisal rights under the Mississippi Business Corporation Act in connection with the Merger.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve the Merger Agreement, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote "FOR" the approval of the Merger Agreement, "FOR", on an advisory (non-binding) basis, the Compensation Proposal and "FOR" the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting.

By Order of the Board of Directors,

Joe F. Sanderson, Jr.

Chairman and Chief Executive Officer

Dated: September 13, 2021

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Sanderson Farms Inc. published this content on 13 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 September 2021 14:11:05 UTC.


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