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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[ ] 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)
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[X] No fee required.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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The following press release was issued on January 3, 2001 by Agribrands
International, Inc.
AGRIBRANDS INTERNATIONAL, INC. ANNOUNCES END OF SOLICITATION PERIOD
St. Louis, Missouri, January 3, 2001 - Agribrands International, Inc. (NYSE:
AGX) announced today that solicitation efforts by the Company have not generated
new proposals. On December 1, 2000, Agribrands announced that it had agreed to
be acquired by Cargill Incorporated for $54.50 per share. The agreement with
Cargill permitted active solicitation of competing bids for 30 days. As of
January 1, 2001, no negotiations were active, and the "no shop" provisions of
the agreement are now in force.
As previously announced, Cargill's acquisition of Agribrands is subject to
shareholder and customary regulatory approvals. Agribrands expects to file its
proposed proxy with the SEC within the next week. In addition, the acquisition
is subject to receipt of a supplemental ruling of the Internal Revenue Service
confirming that the transaction will not jeopardize the continuing validity of
the IRS rulings previously issued with respect to the tax-free treatment of
Agribrands' spin-off from Ralston Purina Company in 1998. A supplemental ruling
request was filed with the IRS on December 21, 2000. The companies expect to
close the transaction in April 2001.
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" and "Chow" trademarks and the "Checkerboard" logo through a
network of approximately 4,000 independent dealers, as well as an independent
and a direct sales force.
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.
