Smithfield Offers $102 Per Share to Acquire Nathan’s in Deal Valued at Nearly $450 Million
Key Facts
Nathan’s Famous shareholders approved Smithfield Foods’ acquisition, which provides for $102 in cash for each outstanding share, in a deal with an enterprise value of about $450 million. But available disclosures do not confirm that the closing had occurred by the time of publication. Nasdaq said the transaction was expected to be completed before the market opened on October 26, and that subsequent steps depend on closing according to the announced schedule. Under the exchange notice, October 23 was expected to be the last day of trading in Nathan’s shares, with trading set to be suspended from October 27 if the deal closes as expected. The transaction therefore remains contingent on closing, and the notice does not establish that the delisting is complete.
Shareholders approved the deal at the October 23 meeting, where 3,229,773 shares voted in favor of the merger proposal, compared with 28,025 shares against it, while holders of 18,213 shares abstained. A total of 3,276,011 shares were represented at the meeting, or about 79.94% of the shares eligible to vote. The number of eligible shares was 4,097,661, based on the September 22, 2026 record date. These figures show that participants at the meeting approved the proposal. The vote is a key step in the transaction, but it does not change Nasdaq’s condition that the deal be completed before trading is suspended.
The two companies signed the merger agreement on January 20, 2026, under which Smithfield would acquire all outstanding Nathan’s shares for $102 in cash per share. The disclosure valued the enterprise at about $450 million, a measure that includes the value of the business under the deal terms, not merely the total cash consideration allocated to shares. The consideration sets what shareholders will receive for each outstanding share when the deal is completed. The legal structure provides for Smithfield subsidiary Boardwalk Merger Sub to merge into Nathan’s. Nathan’s will be the surviving company in the merger, but will become a wholly owned subsidiary of Smithfield.
Smithfield already had a longstanding commercial relationship with the Nathan’s brand: since March 2014, it has held an exclusive license to manufacture, distribute and market its products in the United States and Canada, as well as in Sam’s Club stores in Mexico. The license was due to expire in March 2032. The acquisition would turn that relationship from a fixed-term license into full ownership of the brand within the subsidiary, if the deal closes. Smithfield said completing the acquisition would secure its trademark rights “forever.” The company also linked the deal to expanding growth opportunities in retail and foodservice channels, without changing the conditional closing date announced by Nasdaq.
According to Smithfield’s announcement, the acquisition is expected to be immediately accretive to adjusted diluted earnings per share. The company estimated recurring annual cost savings of about $9 million by the second anniversary of the deal’s closing, meaning the estimate is tied to the actual closing date. Chief Executive Shane Smith said the acquisition is “an important step in Smithfield’s journey, allowing us to own all the major brands in our packaged meats portfolio and unlock new growth opportunities for our largest segments.” The goal places the brand within the company’s packaged meats strategy, while the announced savings remain a company forecast rather than a result already achieved. The next step in the announced schedule was to complete the deal before the market opened on October 26, followed by suspension of trading in NATH from October 27 if the deal closes as expected.
After the merger is completed, the definitive proxy statement provides for Nathan’s shares to be delisted from Nasdaq and their registration under the Exchange Act to be terminated. This would end the company’s obligation to file periodic reports with the Securities and Exchange Commission regarding those shares. Market data available for Smithfield stock show it closed at $18.64 on October 23, compared with a close of $18.81 on October 22. This is a comparison between the closes of two consecutive sessions, and the disclosure does not specify the reason for the move. The trading suspension and delisting timetable applies to Nathan’s shares, ticker NATH, while $18.64 is the closing price of Smithfield stock, ticker SFD.