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Filed by Smithfield Foods, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: IBP, Inc.
Commission File No. 1-6085
November 14, 2000
FOR IMMEDIATE RELEASE
IBP, INC. SAYS IT WILL ENTER MERGER DISCUSSIONS
WITH SMITHFIELD FOODS
SMITHFIELD, VA, NOVEMBER 14, 2000 - Smithfield Foods, Inc. (NYSE: SFD) announced
today that it has received a letter from the Special Committee of the Board of
Directors of IBP, Inc., in which the Committee wrote:
"Please be assured that the Special Committee is fully committed to the
objective of maximizing value for the IBP shareholders...the Special
Committee has determined that your proposal meets the applicable
threshold under IBP's merger agreement with Rawhide Holdings
Corporation [the management buyout group] and is therefore prepared to
enter into discussions with you regarding your proposal."
The letter comes in response to Smithfield's offer to acquire IBP, Inc. through
a tax-free merger in which IBP shareholders would receive $25 per share payable
in Smithfield Foods common stock at an exchange ratio based on the average price
of Smithfield Foods shares for a period prior to the closing. Smithfield's offer
represents a significant premium to the proposed management buyout of IBP at
$22.25 per share.
IBP's Special Committee also stated in its letter that it is "happy to
accommodate" Smithfield's request for a brief confirmatory due diligence review
of IBP, subject to the negotiation of a confidentiality agreement. IBP also said
it would avail itself of Smithfield's invitation to have IBP's advisors meet
with Smithfield to discuss Smithfield's plan to resolve any issues that might be
raised by regulators.
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Joseph W. Luter, III, Chairman and Chief Executive Officer of Smithfield Foods,
said, "We are pleased that IBP's Special Committee has responded so favorably to
our proposal. We believe the benefits of the transaction we are proposing are
indeed compelling for all shareholders, employees, raw material producers,
customers and the communities of both companies, and look forward to discussing
its superior merits in detail with the Special Committee and its advisors."
ABOUT SMITHFIELD FOODS, INC.
With annual sales of $5.2 billion, Smithfield Foods is the
leading producer and marketer of fresh pork and processed meats in the United
States. For more information, please visit www.smithfieldfoods.com.
CONTACTS:
FOR INVESTORS: FOR MEDIA:
Jerry Hostetter Josh Pekarsky
Smithfield Foods, Inc. Sarah Zitter Milstein
(212) 758-2100 Kekst and Company
(212) 521-4800
This news release may contain "forward-looking" information within the
meaning of the federal securities laws. The forward-looking information may
include statements concerning Smithfield's or IBP's outlook for the future, the
ability to realize estimated synergies, as well as other statements of beliefs,
future plans and strategies or anticipated events, and similar expressions
concerning matters that are not historical facts. Forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed in, or implied by, the statements. The following
factors, among others, could cause actual results to differ materially from
those expressed in, or implied by, the statements: the risks that Smithfield's
and IBP's businesses will not be integrated successfully, the risk that
Smithfield and IBP will not realize estimated synergies, costs relating to the
proposed transaction, the availability and prices of live hogs, live cattle, raw
materials and supplies, product pricing, the competitive environment and related
market conditions, operating efficiencies, access to capital, actions of
domestic and foreign governments and other factors discussed in Smithfield's and
IBP's respective filings with the SEC.
More detailed information pertaining to Smithfield's proposal will be
set forth in appropriate filings to be made with the SEC. We urge stockholders
to read any relevant documents that may be filed with the SEC because they will
contain important information. Stockholders will be able to obtain a free copy
of any filings containing information about Smithfield and IBP, without charge,
at the SEC's Internet site (http://www.sec.gov). Copies of any filings
containing information about Smithfield can also be obtained, without charge, by
directing a request to Smithfield Foods, Inc., 200 Commerce Street, Smithfield,
Virginia 23430, Attention: Office of the Corporate Secretary (757-365-3000).
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This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
such jurisdiction.
Smithfield 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 Smithfield. A
detailed list of the names of Smithfield's directors and officers is contained
in Smithfield's proxy statement for its 2000 annual meeting, which may be
obtained without charge at the SEC's Internet site (http://www.sec.gov).
As of the date of this communication, none of the foregoing
participants, other than Smithfield (which beneficially owns approximately 6.6%
of IBP's common stock), individually beneficially owns in excess of 5% of IBP's
common stock. Except as disclosed above and in Smithfield's proxy statement for
its 2000 annual meeting and other documents filed with the SEC including
Smithfield's Schedule 13D relating to the IBP common stock, to the knowledge of
Smithfield, none of the directors or executive officers of Smithfield has any
material interest, direct or indirect, by security holdings or otherwise, in
Smithfield or IBP.
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