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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
January 2, 2001
FOR IMMEDIATE RELEASE
SMITHFIELD COMMENTS ON TYSON-IBP MERGER ANNOUNCEMENT
SMITHFIELD, VA, JANUARY 1, 2001 - Joseph W. Luter, III, Chairman and Chief
Executive Officer of Smithfield Foods, Inc. (NYSE: SFD), today issued the
following statement in response to the announcement by Tyson Foods that they
have signed a definitive merger agreement to acquire IBP for $30 in cash and
stock.
"After conducting our due diligence process, we made an offer Friday
afternoon, followed by an increased offer Sunday, to acquire all of the
outstanding shares of IBP for $32 per share in a tax-free stock-for-stock
combination. That offer expired at noon today under its own terms. We
received no response to the increased offer from the IBP Special
Committee. We believe that our offer was a full and fair price for the
company, but given the additional synergies we identified during the due
diligence process, it was within the bounds of our commitment to only do
transactions that will be accretive and therefore, add value to our
shareholders. With our track record of successfully integrating
acquisitions and creating shareholder value, we believed then -- as we
believe now -- that our proposal was the best proposal for IBP
shareholders. We are confident that over the next 12 months and beyond the
IBP shareholders will, in hindsight, conclude that our offer would have
created superior value."
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. Smithfield
Foods has a proven track record of creating shareholder value and successfully
closing and integrating acquisitions. Since 1990, the company has completed 11
acquisitions, all of which have been successfully integrated into the company's
strategy and operations. The company was ranked the number one FORTUNE 500 food
stock in total return to investors, and placed in the top 15th percentile in
total return to investors among all FORTUNE 500 companies, over the past 10
years. For more information, please visit www.smithfieldfoods.com.
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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 PRESS 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).
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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