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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 Act of 1934
Subject Company: IBP, inc.
Commission File No. 1-6085
January 2, 2001
Press Release issued by Tyson dated January 1, 2001
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Exhibit (a)(14)
Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
Tyson Foods Signs Definitive Merger Agreement
to Acquire IBP
SPRINGDALE, AR, January 1, 2001 Tyson Foods, Inc. (NYSE:
TSN) announced that it has entered into a definitive merger
agreement with IBP, inc. (NYSE: IBP). Under the terms of the
agreement Tyson will acquire all of the outstanding shares
of IBP in a transaction 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 cash
portion of the consideration will be paid as part of Tyson's
current cash tender offer. 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 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. Tyson's cash tender offer for 50.1% of IBP's
shares is currently scheduled to expire at midnight on
Tuesday, January 16, 2001.
"We are extremely pleased that IBP has accepted our
proposal," said John Tyson, Chairman, President and CEO of
Tyson Foods, "which we believe creates tremendous value for
the shareholders, team members, and customers of both
companies. By combining the number one poultry company with
the leader in beef and pork we are creating a unique company
that has a major global presence."
After the merger with IBP, Tyson will have annualized
combined sales in excess of $23 billion pro forma as of
September 30, 2000. "We have completed our due diligence
and are fully aware of the cyclical factors that affect
commodity meat products," said Mr. Tyson, commenting on the
market perception of weakness in IBP's fourth quarter
earnings. "The transaction is immediately accretive to GAAP
earnings by over 15% and cash earnings by well over 20% in
the first full year. However, the true potential in the
combination of our companies lies in our ability to drive
IBP's product mix higher up the value chain."
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Mr. Tyson continued, "We will have an unparalleled ability
to develop innovative, branded food products and market them
successfully through all distribution channels." Tyson is
considered a pioneer in the development and branding of case-
ready and value-added meat products. It holds leading market
positions in both the consumer products and foodservice
sectors. "It is our intention to continue to run IBP from
current locations and we look forward to working with their
skilled management team to leverage the competencies of our
two great companies."
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.
Merrill Lynch and Stephens Inc. have provided fairness
opinions regarding the transaction.
Tyson Foods will hold a conference call Tuesday, January 2,
at 10:00 a.m. CST (11:00 a.m. 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.
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 leading provider of live
swine.
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Forward Looking Statements.
Certain statements contained in this communication are
"forward-looking statements", such as 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 risk 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
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, OF IBP, INC ("IBP") AT $30.00 NET PER SHARE TO SELLER
IN CASH. THE OFFER CURRENTLY IS SCHEDULED TO EXPIRE AT
12:00 MIDNIGHT, EASTERN STANDARD TIME, ON TUESDAY, JANUARY
16, 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.
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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 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 communication, 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 communication 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 or exchange offer for IBP shares. Any issuance of Tyson
Class A common stock in any proposed merger with IBP or
exchange offer for IBP shares 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.
