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 Act of 1934
Subject Company: IBP, inc.
Commission File No. 1-6085
January 25, 2001
Press Release issued by Tyson dated January 25, 2001
Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
Tyson Extends Cash Tender Offer for IBP to February 7, 2001;
Delays Filing Exchange Offer Documents
Springdale, AR (January 25, 2001) Tyson Foods, Inc. (NYSE: TSN) today announced
that it is extending the expiration date of its offer to purchase for cash up to
50.1% of the outstanding shares of common stock of IBP, inc. (NYSE: IBP). The
offer is now scheduled to expire on February 7, 2001 at 12:00 midnight, New York
City time. Except as modified by this extension, the terms and conditions of
the cash tender offer remain in effect and unmodified. As of the close of
business on January 24, 2001, 99,194,970 shares of IBP common stock,
representing approximately 94% of the total outstanding shares, had been
tendered and not withdrawn pursuant to the cash tender offer.
In a letter sent to IBP's Special Committee yesterday, Tyson also said that it
was delaying the closing of its cash tender as well as the filing of its
exchange offer documents due to a Securities and Exchange Commission comment
letter that recently came to light regarding IBP's recent financial statements.
The full text of Tyson's letter to IBP is attached to this press release.
John Tyson, Chairman, President and Chief Executive Officer, said, "We continue
due diligence efforts and look forward to resolution of the SEC matters. We
will carefully monitor this situation to determine what impact, if any, the
resolution of these questions related to past accounting practices will have on
the financial statements and business."
Tyson also said that it has substantially complied with the Department of
Justice's second request related to its Hart-Scott-Rodino Antitrust Improvements
Act filing regarding the transaction. The waiting period under the Act is
scheduled to expire at 11:59 p.m. EST Saturday, January 27, 2001.
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 7,400 contract growers in 100
communities. Tyson has operations in 18 states and 15 countries and exports to
73 countries worldwide. Tyson is the recognized market leader in almost every
retail and foodservice market it serves. Through its Cobb-Vantress subsidiary,
Tyson is also 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.
Headquartered in Dakota Dunes, South Dakota, IBP has 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 sales of
$14.1 billion in 1999, employs 49,000 people. IBP has four business segments:
the IBP Fresh Meats Company, Foodbrands America, Inc., the Consumer Branded
Products Group and the IBP International Sales Company.
Forward Looking Statements.
---------------------------
Certain statements contained in this communication are "forward-looking
statements", such as statements relating to future events and the proposed Tyson
acquisition of IBP. These forward-looking statements are subject to risks,
uncertainties and other factors which 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 transaction; (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
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LASSO ACQUISITION CORPORATION ("LASSO"), A WHOLLY OWNED SUBSIDIARY OF TYSON
FOODS, INC. ("TYSON") HAS COMMENCED AN OFFER FOR UP TO 50.1% OF THE OUTSTANDING
SHARES OF COMMON STOCK, OF IBP, INC. ("IBP") AT $30.00 NET PER SHARE TO SELLER
IN CASH. THE OFFER CURRENTLY IS SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT, EASTERN
STANDARD TIME, ON WEDNESDAY, FEBRUARY 7, 2001, UNLESS EXTENDED BY LASSO IN ITS
DISCRETION. TYSON'S OFFER IS BEING MADE ONLY BY WAY OF AN OFFER TO PURCHASE AND
RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND IS
BEING MADE TO ALL HOLDERS OF IBP'S SHARES. MORE DETAILED INFORMATION PERTAINING
TO TYSON'S OFFER AND THE PROPOSED EXCHANGE OFFER AND MERGER WILL BE SET FORTH IN
APPROPRIATE FILINGS TO BE MADE WITH THE 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
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 or exchange offer for IBP shares. Any issuance of Tyson Class A
common stock in any proposed merger with IBP or exchange offer for IBP shares
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.
ATTACHMENT:
LETTER TO IBP SPECIAL BOARD COMMITTEE
January 24, 2001
Special Committee of the Board of Directors of IBP, inc.
IBP, inc.
800 Stevens Port Drive
Dakota Dunes, SD 57049
Re: Tyson Foods, Inc. and IBP, inc.
-------------------------------
Ladies and Gentlemen:
Tomorrow morning we will issue a press release extending the
expiration date of our cash tender offer to February 7, 2001, ten business days
from today. We intend to include this letter with our release.
On December 29, 2000, the Friday before Tyson and Smithfield entered
into final competitive negotiations, your counsel received a letter from the
Securities and Exchange Commission containing 45 comments on IBP's financial
statements filed in its most recent 10K, 10Q and 8K. These comments raise
various accounting issues, including IBP's accounting for certain recent
acquisitions. Tyson was informed of these comments on January 10, 2001. As you
know, we strongly believe this information should have been disclosed to Tyson
prior to our negotiation.
We have asked IBP and its accountants to outline their response to
these comments. Our January 19, 2001 meeting on these issues was helpful. We
understand you expect to deliver your definitive response to the SEC on January
26, 2001.
Our cash tender offer incorporates both historical financial results
and pro forma information, all prepared in reliance on IBP's financial
statements as filed with the SEC and other representations made to us.
Accordingly, we believe it prudent to delay any closing of the cash tender offer
until you and your accountants fully satisfy the SEC. Once that process is
complete, we can assess the impact and materiality of any changes to your
financial statements and business. We hope these matters can be resolved
quickly, however, we intend to extend the expiration date as necessary to
complete this process.
Finally, because our exchange offer documents must also incorporate
your financial statements, we cannot commence the exchange offer for IBP shares
until these issues have been resolved.
We are ready to assist with these matters and want to promptly
complete the Tyson/IBP combination.
Very truly yours,
Les R. Baledge
Executive Vice President and
General Counsel
cc: Richard D. Katcher, Esq.
Seth A. Kaplan, Esq.
Wachtell, Lipton, Rosen & Katz
Sheila B. Hagen, Esq.
IBP, inc.