EXHIBIT (a)(1)
Media Contact: Gary Mickelson
605-235-2986
Investor Contact: Dean Hanish,
605-235-2167
IBP Signs Definitive Merger Agreement
to be Acquired by Tyson
Dakota Dunes, South Dakota - January 1, 2001 - IBP, inc. (NYSE: IBP)
announced that it has entered into a definitive merger agreement with Tyson
Foods, Inc. (NYSE: TSN). Under the terms of the agreement Tyson will acquire all
of the outstanding shares of IBP in a cash tender offer, stock exchange offer
and merger valued at approximately $4.7 billion, which includes the assumption
of and/or refinancing of approximately $1.5 billion of IBP debt and other
obligations. Tyson will pay $30.00 for each share of IBP common stock, with
50.1% of the consideration in cash and the remainder in Tyson Class A common
stock. The stock portion of the consideration is subject to a maximum exchange
ratio of 2.381 and a minimum exchange ratio of 1.948 Tyson Class A shares if
Tyson's average trading price for an agreed to period of time is outside the
range, or "collar" of $12.60 and $15.40.
Tyson's outstanding cash tender offer for 50.1% of IBP's shares, currently
scheduled to expire at midnight on Tuesday, January 16, 2001, will be amended to
reflect the terms of the agreement. Tyson intends to commence promptly an
exchange offer for all IBP shares not purchased in the cash tender offer. In the
exchange offer, each IBP share will be exchanged for Tyson Class A shares valued
at $30.00, subject to adjustment if the average trading price of Tyson Class A
shares is outside the collar.
The transaction, which is currently undergoing regulatory review under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, is expected to close
within the first quarter of 2001.
In conjunction with entering into the agreement with Tyson, IBP terminated
its merger agreement with Rawhide Holdings Corporation, a wholly owned
subsidiary of DLJ Merchant Banking Partners III, L.P. Under the merger agreement
with Rawhide, IBP shareholders would have received $22.25 per share in cash.
The IBP board of directors, based on the unanimous recommendation of a
special committee composed of all of the directors of IBP not employed by IBP or
DLJ, approved the termination of the Rawhide merger agreement and the execution
of the Tyson merger agreement, and will recommend that IBP shareholders tender
their shares into the amended Tyson cash tender offer and, to the extent not
purchased in the cash tender offer, into the Tyson exchange offer.
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J.P. Morgan Securities Inc. and Peter J. Solomon Company Limited advised
the special committee of IBP and provided fairness opinions regarding the
transaction.
"We believe IBP and Tyson will make a strong team," Robert L. Peterson,
IBP chairman and chief executive officer, said. "The combined expertise and
resources of these two great companies will benefit shareholders, as well as
food customers and consumers throughout the world."
IBP will be filing an amendment to its Schedule 14d-9 with the Securities
and Exchange Commission with respect to the amended Tyson tender offer, which
will contain the formal recommendation of the Board of Directors regarding the
tender offer and full description of the reasons therefor.
Tyson Foods will hold a conference call Tuesday, January 2, at 10:00 a.m.
CST (11:00 EST). To listen live via telephone, call 800-230-1074. The call will
be Webcast live on the Internet at
www.tyson.com/investorrel/conferencecalls.asp. The call will be archived at
www.tyson.com/investorrel and www.prnewswire.com within two hours of the
conclusion of the call. A telephone replay will be available beginning at 2:00
p.m. CST Tuesday through February 2 at 800-475-6701. The passcode is 561913.
IBP is the world's leading producer of high quality fresh beef and pork,
and supplies premium, fully prepared and other consumer-ready foods for the
retail and foodservice industries. The Dakota Dunes, South Dakota, company
employs approximately 50,000.
Forward Looking Statements
--------------------------
This news release may contain "forward-looking" information within the meaning
of the federal securities laws. The forward-looking information may include
statements concerning Tyson'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 Tyson's and IBP's
businesses will not be integrated successfully, the risk that Tyson 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 Tyson's and IBP's respective filings
with the SEC.
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