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Filed by Tyson Foods, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b) and
Rule 14d-2(b) under the Securities Exchange Act of 1934
Subject Company: IBP, inc.
Commission File No. 1-6085
December 7, 2000
Statement of Tyson Foods, Inc. Regarding IBP, inc.
Response to Buyout Proposal
December 6, 2000
Tyson Foods, Inc. [NYSE:TSN] has received the response the Special
Committee of the Board of Directors of IBP, inc. [NYSE: IBP] to our
proposed acquisition of the company's outstanding shares. We are currently
evaluating their response and embarking on the due diligence process and
continue to believe our proposal represents far superior value to the
Smithfield proposal.
We believe ours is a win-win proposal for both Tyson and IBP
shareholders. It is immediately accretive to Tyson earnings and will
combine two companies with excellent reputations for quality products and
customer service.
It also represents superior value for IBP shareholders because of all of
the reasons previously stated:
- It includes a significant cash component, as well as Tyson stock and
the assumption of IBP debt. Smithfield's offer was for only an equity
swap. We believe we'll be able to finance the cash portion of the
transaction from readily-available sources.
- Tyson Foods, Inc. is an experienced transaction partner with a strong
balance sheet. We have successfully assimilated more than thirty
significant acquisitions in our history.
- Quite significantly, the Tyson proposal does not radically alter the
agricultural landscape, as might other combinations. We are not involved
in the beef industry at all at this time. While we are involved in the
live production of hogs on a limited scale, our production is primarily
based on smaller family farms. Additionally, our production represents
only between two and three percent of the country's commercially grown
hogs. Given these circumstances, we see no obstacles to regulatory
approval.
For more information, contact Ed Nicholson, Tyson's director of media
and community relations at (501) 290-4591, or Louis Gottsponer, director
of investor relations at (501) 290-4826.
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Forward Looking Statements
Certain statements contained in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995, such as statements relating to Tyson's belief that the
proposed transaction is expected to be immediately accretive to earnings;
the regulatory review and approvals to be triggered by the proposed
transaction; the prospects and financial condition of the combined
operations of Tyson and IBP; the ability of the parties to successfully
consummate the transaction and integrate the operations of the combined
enterprises; the intended qualification of the proposed transaction as a
tax-free reorganization; and other statements relating to future events and
financial performance 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 risks 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.
The information in this news release concerning IBP and the proposed
transactions by IBP management and Smithfield Foods has been taken from, or
is based upon, publicly available information. Although Tyson does not have
any information that would indicate that any information contained in this
news release that has been taken from such documents is inaccurate or
incomplete, Tyson does not take any responsibility for the accuracy or
completeness of such information. To date, Tyson has not had access to the
books and records of IBP.
MORE DETAILED INFORMATION PERTAINING TO TYSON'S PROPOSAL 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 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.
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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 2000 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 PRESS RELEASE, 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 2000
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 press release 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.
