SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the commission only (as permitted by Rule
14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.
AGRIBRANDS INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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The following press release was issued on December 4, 2000 by Agribrands
International, Inc. A copy of the press release was filed with the Securities
and Exchange Commission in a report on Form 8-K.
AGRIBRANDS INTERNATIONAL, INC. AGREES TO ACQUISITION BY CARGILL
St. Louis, Missouri, December 4, 2000-- Agribrands International, Inc.
(NYSE: AGX) announced today that it entered into an agreement with Cargill,
Incorporated ("Cargill") pursuant to which Cargill would acquire all of
Agribrands' common stock at a cash price of $54.50 per share (the "Cargill
Agreement").
Under the terms of the Cargill Agreement, Agribrands is permitted to
actively solicit other bids for thirty (30) days.
The Cargill Agreement has been approved by the Agribrands' board of
directors upon the recommendation of a committee of its independent directors.
The Agribrands Board of Directors determined that the Cargill Agreement (which
was unsolicited) was superior to the Ralcorp Merger. Based on that
determination, Agribrands elected to terminate the Ralcorp Merger. In accordance
with the terms of the Ralcorp Merger, Agribrands has paid to Ralcorp a $5
million termination fee.
Cargill's $54.50 offer represents a premium of 24.4 percent over
Agribrands' trading price on December 1, 2000, and a premium of 50.3 percent
over Agribrands' trading price on August 7, 2000, the day prior to Agribrands'
announcement of the Ralcorp Merger.
The Cargill Agreement is conditioned upon, among other things, approval by
two-thirds of the Agribrands' stockholders, receipt of a ruling from the
Internal Revenue Service that the merger will not impact the tax-free treatment
of Agribrands' 1998 spin-off from Ralston Purina, regulatory approvals and other
customary conditions. The agreement includes a $10 million termination fee. It
is anticipated that the transaction with Cargill will close sometime in April,
2001.
Wasserstein Perella & Co. advised Agribrands and provided a fairness
opinion to the Agribrands' board of directors.
Agribrands will file with the SEC an 8-K report relating to the
transaction, which includes a copy of the Cargill Agreement. Agribrands
shareholders are urged to read the report and the Cargill Agreement, which
includes important information relating to the transaction. The report and the
Cargill Agreement will be available free at the website maintained by the SEC,
www.sec.gov.
Agribrands is a leading international producer and marketer of agricultural
animal feeds. Agribrands operates, through its subsidiaries and joint ventures
outside the United States, 70 manufacturing plants in 17 countries on four
continents. Its agricultural products are marketed outside the United States
under the "Purina"(TM) and "Chow"(TM) trademarks and the "Checkerboard"(TM) logo
through a network of approximately 4,000 independent dealers, as well as an
independent and a direct sales force.
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Cargill is a privately-owned international marketer, processor and
distributor of agricultural, food, financial and industrial products and
services with 85,000 employees in 60 countries. Cargill provides distinctive
customer solutions in supply chain management, food applications and health and
nutrition.
This news release contains forward-looking statements within the meaning of
Section 27(a) of the Securities Act of 1933, as amended, and Section 21(e) of
the Securities Exchange Act of 1934, as amended. These statements involve risks,
uncertainties, estimates and assumptions which are difficult to predict.
Therefore, actual events may differ materially from those expressed in these
forward-looking statements. Readers, therefore, should not place undue reliance
on any such forward-looking statements. Further, any forward-looking statement
speaks only as of the date on which such statement is made, and Agribrands
undertakes no obligation to publicly update any such statement to reflect new
information, the occurrence of future events or circumstances or otherwise.
