Nathan's Famous (NATH) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition by Smithfield Foods at $102.00 per share in cash, valuing the company at approximately $450 million and 12.4x LTM adjusted EBITDA, with expected $9 million in annual cost synergies by year two post-closing.

• The board unanimously approved the merger, deemed it fair and in the best interests of shareholders, and recommended shareholder approval; closing is expected in the first half of 2026, subject to regulatory and shareholder approvals.

• The transaction is not subject to a financing contingency and will be funded by Smithfield's cash on hand.

• The merger will result in the company becoming a wholly owned subsidiary of Smithfield Foods and delisting from NASDAQ.

Voting matters and shareholder proposals

• A special meeting of shareholders will be called to vote on the merger; a proxy statement will be filed and mailed after SEC review.

• Directors and certain shareholders holding 29.9% of shares entered into a voting agreement to support the merger and oppose competing proposals.

• Shareholders are urged to read the proxy statement for important information before voting.

Board of directors and corporate governance

• The board approved the merger agreement, received a fairness opinion from Jefferies LLC, and recommended shareholder approval.

• Post-merger, the board and officers of the surviving corporation will be those of the merger subsidiary.