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EXHIBIT (a)(6)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made only by the Offer to Purchase, dated
December 12, 2000, and the related Letter of Transmittal and any amendments or
supplements thereto and is being made to all holders of Shares. The Offer is not
being made to (nor will tenders be accepted from or on behalf of) holders of
Shares in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer will be deemed to be made on
behalf of Purchaser by the Dealer Manager or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash up to
50.1% of the Outstanding Shares of Common Stock
of
IBP, inc.
at
$26.00 Net Per Share
by
Lasso Acquisition Corporation,
a wholly-owned subsidiary of
Tyson Foods, Inc.
Lasso Acquisition Corporation, a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Tyson Foods, Inc., a Delaware corporation ("Tyson"),
is offering to purchase shares of Common Stock, par value $.05 per share (the
"Shares"), of IBP, inc., a Delaware corporation (the "Company"), which, together
with Shares owned by Tyson and Purchaser, constitute up to 50.1% of the
outstanding Shares at a purchase price of $26.00 per Share, net to the seller in
cash, without interest (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 12, 2000 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer").
THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 10, 2001, UNLESS THE OFFER
IS EXTENDED.
The Offer is not conditioned upon Tyson or Purchaser obtaining financing.
The Offer is part of a proposal to acquire all of the outstanding shares of
the Company in a negotiated transaction. A special committee of independent
directors of the Company is currently evaluating various acquisition proposals,
including Tyson's. As part of the process, Tyson entered into a confidentiality
agreement with the Company that permits Tyson to make
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the Offer. Tyson is commencing this Offer at this time in order to begin to
clear regulatory hurdles and to give the Company's stockholders the opportunity,
if and when Tyson and the Company enter into a merger agreement as proposed by
Tyson, to receive quickly the cash consideration offered by Tyson.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the expiration of the Offer a number of
Shares representing, together with Shares owned by Tyson and Purchaser, at least
50.1% of the total number of outstanding Shares (the "Minimum Condition"); (2)
Tyson being satisfied, in its sole discretion, that the Agreement and Plan of
Merger dated October 1, 2000 among the Company, Rawhide Holdings Corporation and
Rawhide Acquisition Corporation has been terminated in accordance with its terms
and the execution of a definitive merger agreement, in form satisfactory to
Tyson in its sole discretion, among the Company, Tyson and Purchaser; (3) Tyson
being satisfied that the provisions of Section 203 of the Delaware General
Corporation Law do not apply to or otherwise restrict the Offer and the Proposed
Merger (as defined below) with the Company; and (4) any waiting periods under
applicable antitrust laws having expired or been terminated. The Offer is also
subject to other conditions.
The purpose of the Offer and the Proposed Merger is to enable Tyson to
acquire control of, and ultimately the entire equity interest in, the Company.
The Offer, as the first step in the acquisition of the Company, is intended to
facilitate the acquisition of a number of Shares that would constitute, together
with any Shares owned by Tyson and Purchaser, at least 50.1% of the outstanding
Shares. Tyson has delivered a form of merger agreement to the Company and
intends to seek to negotiate with the Company with respect to the acquisition of
the Company by Tyson or Purchaser. Tyson currently intends, as soon as
practicable following consummation of the Offer pursuant to such a merger
agreement, to seek to have Purchaser and the Company consummate a merger with
the Company merging into Purchaser, with Purchaser continuing as the surviving
corporation (the "Proposed Merger"). In such Proposed Merger each then
outstanding Share (other than Shares owned by Tyson or any of its wholly owned
subsidiaries and Shares held in the treasury of the Company) would be converted
into the right to receive a number of shares of Class A Common Stock, par value
$.10 per share, of Tyson ("Tyson Common Stock") equal to, (a) if the average of
the closing price per share of Tyson Common Stock on the New York Stock
Exchange, Inc. at the end of the regular session as reported on the Consolidated
Tape, Network A for the fifteen consecutive trading days ending on the fifth
trading day immediately preceding the effective time of the Proposed Merger (the
"Average Tyson Common Stock Price") is equal to or greater than $15.40, 1.688,
(b) if the Average Tyson Common Stock Price is less than $15.40 and greater than
$12.60, the result of $26.00 divided by the Average Tyson Common Stock Price,
and (c) if the Average Tyson Common Stock Price is equal to or less than $12.60,
2.063. The receipt of shares of Tyson Common Stock in the Proposed Merger would
be tax-free to the shareholders of the Company.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission, Purchaser expressly reserves the right, in its sole
discretion, at any time and from time to time, and regardless of whether any of
the events set forth in Section 15 of the Offer to Purchase shall have occurred
or shall have been determined by Purchaser to have occurred, (i) to extend the
period of time during which the Offer is open and thereby delay acceptance for
payment of,
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and the payment for, any Shares, by giving oral or written notice of such
extension to the Depositary (as defined below) and (ii) to amend the Offer in
any respect by giving oral or written notice of such amendment to the
Depositary. Any such extension or amendment will be followed as promptly as
practicable by a public announcement thereof, such announcement in the case of
an extension, to be issued not later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date (as defined in
the Offer to Purchase). During any such extension, all shares of Common Stock
previously tendered and not withdrawn will remain subject to the Offer, subject
to the right of a tendering shareholder to withdraw such shareholder's shares of
Common Stock.
If Purchaser extends the time during which the Offer is open, or if
Purchaser is delayed in its acceptance for payment of or payment for Shares
pursuant to the Offer for any reason, then, without prejudice to Purchaser's
rights under the Offer, the Depositary may retain tendered Shares on Purchaser's
behalf and those Shares may not be withdrawn except to the extent tendering
stockholders are entitled to withdrawal rights as described in the Section 5 of
the Offer to Purchase. However, Purchaser's ability to delay the payment for
Shares that it has accepted for payment is limited by Rule 14e-1(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which requires
that a bidder pay the consideration offered or return the securities deposited
by or on behalf of stockholders promptly after the termination or withdrawal of
such bidder's offer.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to Wilmington
Trust Company (the "Depositary") of Purchaser's acceptance for payment of such
Shares pursuant to the Offer. Upon the terms and subject to the conditions of
the Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the Offer Price, with the Depositary, which will act as agent
for tendering shareholders for the purpose of receiving payments from Purchaser
and transmitting such payments to tendering shareholders whose Shares have been
accepted for payment. Under no circumstances will interest on the Offer Price
for Shares be paid, regardless of any delay in making such payment. If more
Shares are validly tendered and not withdrawn prior to the Expiration Date,
which, together with the number of Shares owned by Tyson and Purchaser,
constitute more than 50.1% of the outstanding Shares, Purchaser will accept for
payment and pay for only the Shares, which, together with the number of Shares
owned by Tyson and Purchaser, constitute 50.1% of the outstanding Shares, on a
pro rata basis (with appropriate adjustment to avoid purchase of fractional
Shares) based on the number of Shares properly tendered by each shareholder
prior to or on the Expiration Date. In all cases, payment for Shares accepted
for payment pursuant to the Offer will be made only after the timely receipt by
the Depositary of (i) the certificates evidencing such Shares (the "Share
Certificates") or confirmation of a book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in the Offer to Purchase, (ii)
the Letter of Transmittal, properly completed and duly executed, with any
required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter of
Transmittal, and (iii) any other documents required by the Letter of
Transmittal. Accordingly, payment may be made to tendering shareholders at
different times if delivery of the Shares and other required documents occur at
different times.
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Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn at any time after February 9, 2001, unless
theretofore accepted for payment as provided in the Offer to Purchase. For a
withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover page of the Offer to Purchase. Any such notice of
withdrawal must specify the name and address of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of such Shares, if different from that of the person who
tendered the Shares. If Share Certificates evidencing Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of such Share Certificates, the serial numbers shown on
such Share Certificates must be submitted to the Depositary and the signature(s)
on the notice of withdrawal must be guaranteed by an Eligible Institution (as
defined in the Offer to Purchase), unless such Shares have been tendered for the
account of an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry transfer as set forth in the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and must
otherwise comply with the Book-Entry Transfer Facility's procedures. All
questions as to the form and validity (including time of receipt) of any notice
of withdrawal will be determined by Purchaser, in its sole discretion, whose
determination will be final and binding.
The receipt by a shareholder of the Company of cash for Shares pursuant to
the Offer will likely give rise to taxation for United States federal income tax
purposes and may also give rise to taxation under applicable state, local or
foreign tax laws. All shareholders are urged to consult with their own tax
advisors as to the particular tax consequences to them of the Offer.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
Pursuant to Rule 14d-5 under the Exchange Act and Section 220 of the
Delaware General Corporation Law, requests are being made to the Company for the
use of the Company's shareholder lists and security position listings for the
purpose of disseminating the Offer to holders of Shares. Upon compliance by the
Company with such request, the Offer to Purchase and the Letter of Transmittal
will be mailed to record holders of Shares and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the shareholder lists for subsequent
transmittal to beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.
4
<PAGE>
Questions and requests for assistance and copies of the Offer to Purchase,
the Letter of Transmittal and all other tender offer materials may be directed
to the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth below and will be furnished promptly at Purchaser's
expense. Neither Tyson nor Purchaser will pay any fees or commissions to any
broker or dealer or any other person (other than to the Dealer Manager, the
Depositary and the Information Agent) in connection with the solicitation of
tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10001
(212) 929-5500 (Call Collect)
E-Mail: [email protected]
or
Call Toll Free (800) 322-2885
The Dealer Manager for the Offer is:
Merrill Lynch & Co.
Four World Financial Center
New York, New York 10080
Call Collect: (212) 236-3790
December 12, 2000
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