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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 6, 2000
Tyson Foods Receives Permission to Carry Out
Due Diligence In Proposed IBP Acquisition
Springdale AR (December 5, 2000)--Tyson Foods, Inc. announced today
that it has received a response back from the Special Committee of the
Board of Directors of IBP, inc., acknowledging the receipt of Tyson's
proposal to acquire all of the outstanding shares of IBP.
While the acknowledgement represents neither an acceptance nor a
rejection of the offer, it does initiate the process of executing a
confidentiality agreement, and allows Tyson to proceed with due diligence
in the proposed transaction, which commenced today.
In further developments, the following items have appeared in today's
news, which would appear to indicate support for the proposed transaction:
American Farm Bureau Federation spokesman Christopher Noun said
Smithfield and Tyson are "two different animals."
"Major antitrust concerns just aren't there with the Tyson bid like
there were with Smithfield," he said.
The Arkansas Democrat Gazette, Cristal Cody, 12/5/00
Barbara Determan, president-elect of the National Pork Producers
Council said the same antitrust concerns don't apply to a combination of
Tyson and IBP.
The Omaha World-Herald, Victor Epstein, 12/5/00
Christine McCracken, a food industry analyst with Midwest Research in
Cleveland, said she felt the Tyson deal was clearly the most impressive on
the table and the most likely to succeed.
The Omaha World-Herald, Epstein, 12/5/00
Tyson also announced that it expects to resume purchases under its
ongoing corporate stock repurchase program. During fiscal 1999 the company
repurchased 4.9 million shares under this program. The company may
continue to purchase from time to time, shares in the open market.
For further information, call 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.
