Filed by Tyson Foods, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b)
under the Securities At of 1934
Subject Company: IBP, inc.
Commission File No. 1-6085
August 10, 2001
Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
Tyson Foods, Inc. Announces Final Results of Tender Offer for IBP, inc.
SPRINGDALE, Ark., Aug. 9 -- Tyson Foods, Inc. (NYSE: TSN)
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today announced the final results of the successful completion of its tender
offer, made through its wholly-owned subsidiary Lasso Acquisition Corporation,
to purchase up to 50.1% of the outstanding shares of IBP, inc. (NYSE: IBP)
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for $30.00 per share. The cash tender offer, which was oversubscribed, expired
at 12:00 midnight, New York City time, on Friday, August 3, 2001.
91,284,205 shares of IBP common stock, representing approximately 84.4% of
the total outstanding shares, had been tendered and not withdrawn by the
expiration date. Pursuant to the terms of the offer, Tyson will purchase
53,612,799 of the tendered shares. The final results of proration indicate that
Tyson will purchase approximately 58.7% of the IBP shares tendered by each IBP
shareholder. The IBP shares which were tendered, but are not purchased, will be
returned to the stockholders promptly.
The depositary for the tender offer, Wilmington Trust Company, will be
issuing payment promptly for the IBP shares accepted under the tender offer.
After the purchase of the IBP shares, Tyson and Lasso Acquisition Corporation
will own approximately 50.1% of the outstanding shares of IBP.
As previously announced, the tender offer will be followed by the merger of
IBP with and into Lasso Acquisition Corporation. As a result of the merger, the
IBP business will continue as a wholly owned subsidiary of Tyson. In the merger,
each IBP share (other than shares owned by Tyson or any of its subsidiaries or
by IBP as treasury stock, all of which will be canceled) will be converted into
$30.00 of Tyson Class A common stock if, during the 15 consecutive trading days
ending on the fifth trading day preceding the effective time of the merger, the
average closing price per share of Tyson Class A common stock is between $12.60
and $15.40. If the average price is above $15.40, each IBP share will be
converted into 1.948 Tyson Class A common shares. If the average price is below
$12.60, each IBP share will be converted into 2.381 shares of Tyson Class A
common stock. The merger is subject to the satisfaction of certain conditions,
including the approval of IBP stockholders. After purchasing the IBP shares in
the offer, Tyson will have enough IBP shares to approve the merger without any
other stockholder's approval. Tyson and IBP expect to file their joint proxy
statement/prospectus for the merger with the Securities and Exchange Commission
this week.
About Tyson Foods, Inc.
Tyson Foods, Inc., headquartered in Springdale, Ark., is the world's largest
fully integrated producer, processor and marketer of chicken and chicken-based
convenience foods, with 68,000 team members and 7,000 contract growers in 100
communities. Tyson has operations in 18 states and 16 countries and exports to
79 countries worldwide. Tyson is the recognized market leader in almost every
retail and foodservice market it serves. Tyson's Cobb-Vantress subsidiary is a
leading chicken breeding stock supplier. In addition, Tyson is the nation's
second largest maker of corn and flour tortillas under the Mexican Original(R)
brand, as well as a leading provider of live swine.
About IBP, inc.
IBP, inc., headquartered in Dakota Dunes, South Dakota, is the world's largest
supplier of premium fresh beef and pork products, with more than 60 production
sites in North America, joint venture operations in China, Ireland and Russia
and sales offices throughout the world. The company, which generated annual
sales exceeding $16.9 billion in 2000, employs 52,000 people.
Forward-Looking Statements
Certain statements contained in this communication are ``forward-looking
statements,'' such as statements relating to future events and the proposed
Tyson merger with IBP. These forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from historical experience or from future results expressed or
implied by such forward-looking statements. Among the factors that may cause
actual results to differ materially from those expressed in, or implied by, the
statements are the following: (i) the risk that Tyson and IBP will not
successfully integrate their combined operations; (ii) the risk that Tyson and
IBP will not realize estimated synergies; (iii) unknown costs relating to the
proposed merger; (iv) risks associated with the availability and costs of
financing, including cost increases due to rising interest rates; (v)
fluctuations in the cost and availability of raw materials, such as feed grain
costs; (vi) changes in the availability and relative costs of labor and contract
growers; (vii) market conditions for finished products, including the supply and
pricing of alternative proteins; (viii) effectiveness of advertising and
marketing programs; (ix) changes in regulations and laws, including changes in
accounting standards, environmental laws, and occupational, health and safety
laws; (x) access to foreign markets together with foreign economic conditions,
including currency fluctuations; (xi) the effect of, or changes in, general
economic conditions; and (xii) adverse results from on-going litigation. Tyson
undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
IMPORTANT INFORMATION
MORE DETAILED INFORMATION PERTAINING TO TYSON'S PROPOSED MERGER WITH IBP WILL BE
SET FORTH IN APPROPRIATE FILINGS TO BE MADE WITH THE SECURITIES AND EXCHANGE
COMMISSION (``SEC''), IF AND WHEN MADE. SHAREHOLDERS ARE URGED TO READ ANY
RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF ANY
FILINGS CONTAINING INFORMATION ABOUT
TYSON, LASSO AND IBP, WITHOUT CHARGE, AT THE SEC'S INTERNET SITE
(HTTP://WWW.SEC.GOV ). COPIES OF ANY FILINGS CONTAINING INFORMATION ABOUT TYSON
CAN ALSO BE OBTAINED, WITHOUT CHARGE, BY DIRECTING A REQUEST TO TYSON FOODS,
INC., 2210 WEST OAKLAWN DRIVE, SPRINGDALE, ARKANSAS 72762-6999, ATTENTION:
OFFICE OF THE CORPORATE SECRETARY (501) 290-4000.
Tyson and certain other persons named below may be deemed to be participants in
the solicitation of proxies. The participants in this solicitation may include
the directors and executive officers of Tyson. A detailed list of the names of
Tyson's directors and officers is contained in Tyson's proxy statement for its
2001 annual meeting, which may be obtained without charge at the SEC's Internet
site (http://www.sec.gov ) or by directing a request to Tyson at the address
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provided above.
As of the date of this communication, none of the foregoing participants
individually beneficially owns in excess of 5% of IBP's common stock. Except as
disclosed above and in Tyson's proxy statement for its 2001 annual meeting and
other documents filed with the SEC, to the knowledge of Tyson, none of the
directors or executive officers of Tyson has any material interest, direct or
indirect, by security holdings or otherwise, in Tyson or IBP.
This communication is not an offer to purchase shares of IBP, nor is it an offer
to sell shares of Tyson Class A common stock which may be issued in any proposed
merger with IBP. Any issuance of Tyson Class A common stock in any proposed
merger with IBP would have to be registered under the Securities Act of 1933, as
amended and such Tyson stock would be offered only by means of a prospectus
complying with the Act.