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Exhibit 99
Joint Statement of
PILGRIM'S PRIDE CORPORATION &
WLR FOODS, Inc.
Pilgrim's Pride to Acquire WLR Foods for $14.25 Per Share
Pittsburg, TX and Broadway, VA - September 27, 2000 - Pilgrim's Pride
Corporation (NYSE: CHX, CHX.A) and WLR Foods, Inc. (Nasdaq: WLRF) today announced that
they have signed a definitive agreement for Pilgrim's Pride to acquire all the outstanding
stock of WLR Foods in a cash merger valued at approximately $300 million, which includes
the assumption and/or refinancing of approximately $53.4 million of WLR Foods' debt.
Pursuant to the agreement, Pilgrim's Pride will pay $14.25 for each outstanding share of
WLR Foods common stock. The merger is subject to customary closing conditions, including
the receipt of regulatory approval and the approval of WLR Foods' shareholders. The
transaction has received the unanimous approval of both companies' Boards of Directors and
is expected to be completed during December 2000.
"We are extremely pleased to announce this transaction, and we believe that our
expansion into the mid-Atlantic region of the United States will allow us more options in
serving our existing customers, as well as the opportunity to establish new relationships
with the customers of WLR Foods," stated David Van Hoose, Chief Executive Officer,
President and Chief Operating Officer of Pilgrim's Pride Corporation. "We are excited
about the opportunity to welcome the employees, suppliers and growers of WLR Foods into
our company, and we anticipate a smooth and positive transition. As a result of the
acquisition, we believe that Pilgrim's Pride will become the nation's second largest
chicken company and the fourth largest turkey company in terms of production
capacities."
"The decision to sell was not easy," stated James L. Keeler, President and Chief
Executive Officer of WLR Foods, Inc. "However, the Board and executive management of
WLR Foods believe that the offer by Pilgrim's Pride, which reflects a 105% premium to the
closing share price on September 26, is in the best interests of WLR Foods and its many
stakeholders. We believe that all of WLR Foods' employees, customers, growers and
suppliers will find Pilgrim's Pride to be a quality employer, business partner and
community citizen."
Pilgrim's Pride is currently the fifth largest chicken company in the United States and
the second largest in Mexico. Pilgrim's Pride employs more than 15,500 persons in Texas,
Arkansas, Arizona, Oklahoma and Mexico. WLR Foods is currently the twelfth largest chicken
company and the fourth largest turkey company in the United States, with approximately
7,000 employees in Virginia, North Carolina, West Virginia and Pennsylvania. Combined, the
two companies will have annual sales in excess of $2.25 billion and assets of
approximately $1.1 billion.
Statements contained in this press release that state the intentions, hopes, beliefs or
expectations or predictions of the future of Pilgrim's Pride or WLR Foods and their
respective management are forward-looking statements. It is important to note that the
actual results could differ materially from those projected in such forward-looking
statements. For example, no assurance is or can be given that the merger described above
will be consummated. With respect to forward-looking statements regarding Pilgrim's Pride,
factors that could cause actual results to differ materially from those projected in such
forward-looking statements include: changes in the commodity prices of feed ingredients,
chicken and turkey; the company's indebtedness; risks associated with the company's
foreign operations, including currency exchange rate fluctuations, trade barriers,
exchange controls and expropriation; the impact of current and future laws and
regulations; and the other risks described in the company's SEC filings. The foregoing
release is not intended to solicit proxies in connection with the merger and shall not be
deemed to be a proxy solicitation. WLR Foods will separately solicit proxies by means of a
proxy statement that will be distributed to its shareholders.
For further information:
Pilgrim's Pride Corporation
Richard A. Cogdill
Chief Financial Officer
(903) 855-4205
WLR Foods, Inc.
Dale S. Lam
Chief Financial Officer
(540) 896-0457
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