Sara Lee Corp plans to split into two separate public companies focusing on North American meats and international coffee after takeover bids it received were not enough to entice it to sell the company.
The company, whose shares rose slightly in premarket trade, said on Friday the split should be completed early in 2012 and would include a $3-per-share special dividend. The dividend totals $1.92 billion based on the number of shares outstanding in October.
We have carefully considered various strategic alternatives, including unsolicited indications of interest in the company, said James Crown, Sara Lee chairman. We believe that the spin-off, plus the one-time special dividend, offers the greatest potential for delivering long-term shareholder value.
Two groups of bidders for the company recently emerged -- a private equity consortium led by Apollo Management and one led by Brazil's JBS SA , the world's biggest meat processor. Both failed to win over Sara Lee.
The company plans to spin off its North American retail and foodservice business tax-free into a new public company that would retain the Sara Lee name.
That company's largest brands would include Sara Lee desserts, Jimmy Dean sausage, BallPark hot dogs and Hillshire Farm lunch meats. Along with some smaller brands, those operations had about $4.1 billion in 2010 revenue.
The yet-to-be-named other company would include Sara Lee's international beverage and bakery businesses, as well as the North American beverage business. Its brands would include Douwe Egberts, Senseo and Pickwick.
Sara Lee named Marcel Smits as chief executive officer. Smits has served as interim CEO since May, when then CEO Brenda Barnes suffered a stroke. Barnes stepped down permanently last August.
The board named Jan Bennink as executive chairman, succeeding Crown, with responsibility to implement the spin-off.
Mark Garvey, who has been serving as interim chief financial officer since last May, was named to that post permanently.
Sara Lee said Christopher J. Fraleigh, current CEO of the North American business, will become CEO of the new, spun-off Sara Lee.
The company lowered its 2011 earnings forecast, due in part to higher coffee costs that cannot be fully offset through price increases. It now expects full-year earnings of 85 cents to 89 cents per share from continuing operations, down from 87 cents to 94 cents previously. Analysts on average had been expecting 93 cents per share, according to Thomson Reuters I/B/E/S.
Sara Lee shares rose 3 cents to $17.67 in premarket trade. Shares of JBS were down 0.4 percent.
(Reporting by Martinne Geller; Editing by Gerald E. McCormick, Matthew Lewis and John Wallace)