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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)
under the Securities Exchange Act of 1934
Subject Company: IBP, inc.
Commission File No. 1-6085
December 13, 2000
Contact: Media
Ed Nicholson (501) 290-4591
Contact: Investors
Louis Gottsponer (501) 290-4826
Additional Information Regarding Tyson Cash Tender Offer To IBP
Shareholders
Springdale, AR (December 12, 2000)--The commencement of the Tyson
Foods, Inc. (NYSE: TSN) offer was not objected to by the IBP Special
Committee because the Tyson offer is conditional on an agreed upon
definitive merger agreement. Tyson's tender shows that Tyson can deliver
value to IBP's shareholders, both in cash and stock, quickly and with
certainty.
Tyson said that its offer has been made under the terms of the same
confidentiality agreement signed by both Tyson and Smithfield.
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 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
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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
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.
