<PAGE>
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 12, 2000
December 11, 2000
Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
Tyson Commences Cash Tender Offer for IBP stock
at $26 per Share
Springdale, Arkansas (December 11, 2000)-- Tyson Foods, Inc. (NYSE:
TSN) announced today it is commencing a cash tender offer to purchase up to
50.1% of the outstanding shares of common stock of IBP, inc. (NYSE: IBP)
for $26.00 per share.
John Tyson, Tyson's Chairman, President and CEO, said, "We have begun
the due diligence process, and at this point have identified up to $100
million in annual synergies, and expect to achieve half of that in the
first year. Obviously, this adds to the significant accretion that we
expect to realize on both a GAAP and cash basis, as we announced in our
proposal last week."
Tyson added, "We believe IBP has an excellent strategy to drive change
through convenience, value added, and retail case ready products. We firmly
believe that with our experience in these areas we can accelerate their
progress and insure their success. This will allow us significant
opportunity for top line growth and margin expansion as we go forward.
"Additionally, Tyson's leadership position in foodservice makes us
uniquely qualified to capitalize on the scale IBP has created with their
Foodbrands group. The synergies between our value added business and our
prepared foods subsidiaries, when coupled with Foodbrands broad offerings
are significant. We are excited about the possibilities."
The offer is part of a proposal by Tyson to acquire all of the
outstanding shares of IBP in a negotiated transaction. Tyson has delivered
to IBP a form of merger agreement and intends to seek to negotiate with IBP
with respect to the proposed acquisition. The merger agreement
contemplates a second step merger in which all remaining IBP shareholders
would receive in exchange for their shares, shares of Tyson Class A common
stock having a value of $26.00 per share, if during the relevant pricing
period before the merger, the average per share price of Tyson's Class A
common stock is at least $12.60 and no more than $15.40.
<PAGE>
A Special Committee of independent directors of IBP 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 the offer. Tyson is commencing the
offer at this time in order to begin to clear regulatory hurdles and to
give IBP shareholders the opportunity, when Tyson and IBP enter into a
merger agreement as proposed by Tyson, to quickly receive the cash
consideration offered by Tyson.
The tender offer and withdrawal rights are scheduled to expire at
12:00 midnight, Eastern Standard Time, on Wednesday, January 10, 2001,
unless extended.
The tender 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 of IBP common stock representing, together with
the shares owned by Tyson, at least 50.1% of the total number of shares
outstanding; (2) Tyson being satisfied, in its sole discretion, that the
existing Agreement and Plan of Merger dated October 1, 2000 among the IPB,
Rawhide Holdings Corporation and Rawhide Acquisition Corporation has been
terminated; (3) the execution by Tyson of a definitive merger agreement
with IBP, in form satisfactory to Tyson in its sole discretion; (4) Tyson
being satisfied that the provisions of section 203 of the Delaware General
Corporation Law do not apply to or otherwise restrict Tyson's tender offer
and the proposed merger; and (5) any waiting periods under applicable
antitrust laws having expired or been terminated. The Offer is also subject
to other customary conditions, but is not conditioned upon financing.
Merrill Lynch & Co. is acting as Dealer Manager for the tender offer
and MacKenzie Partners , Inc. is acting as Information Agent.
Tyson Foods will hold a conference call tomorrow, Tuesday, December
12, at 9:30 a.m. CST (10:30 a.m. EST). The call will be Webcast live on the
Internet at www.tyson.com/investorrel/conferencecalls.asp. To listen live
via telephone, call 888-989-4503. The passcode is Tyson Foods. The call
will be archived at www.prnewswire.com and www.tyson.com/investorrel within
two hours of the conclusion of the call. A telephone replay will be
available beginning at 1:30 p.m. CST tomorrow through January 12 at 888-277-
5140.
About Tyson Foods, Inc.
Tyson Foods, Inc., headquartered in Springdale, Ark., is the world's
largest fully integrated producer, processor and marketer of chicken and
chicken-based convenience foods, with 68,000 team members and 7,400
contract growers in 100 communities. Tyson has operations in 18 states and
15 countries and exports to 73 countries worldwide. Tyson is the recognized
market leader in almost every retail and foodservice market it serves.
Through its Cobb-Vantress subsidiary, Tyson is also a leading chicken
breeding stock supplier. In addition, Tyson is the nation's second largest
maker of corn and flour tortillas under the Mexican Originalr brand, as
well as a provider of live swine.
<PAGE>
About IBP, inc.
Headquartered in Dakota Dunes, South Dakota, IBP has more than 60
production sites in North America, joint venture operations in China,
Ireland and Russia and sales offices throughout the world. The company,
which generated sales of $14.1 billion in 1999, employs 49,000 people. IBP
has four business segments: the IBP Fresh Meats Company, Foodbrands
America, Inc., the Consumer Branded Products Group and the IBP
International Sales Company.
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 as to the amount
of annual synergies and 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.
<PAGE>
Important Information
Lasso Acquisition Corporation ("Lasso"), a wholly owned subsidiary of Tyson
Foods, Inc. ("Tyson") is commencing an offer for up to 50.1% of the
outstanding shares of common stock, on a fully-diluted basis of IBP, inc
("IBP") at 26.00 net per share to seller in cash. The offer currently is
scheduled to expire at 12:00 midnight, Eastern Standard Time, on Wednesday,
January 10, 2001, unless extended by Lasso in its discretion.
Tyson's offer is being made only by way of an Offer to Purchase and related
Letter of Transmittal and any amendments or supplements thereto and is
being made to all holders of IBP's shares. More detailed information
pertaining to Tyson's offer and the proposed merger 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,
Lasso 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.
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 2001 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 2001
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.
