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
February 28, 2001
Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
TYSON TO TERMINATE CASH TENDER FOR IBP;
START WORK ON CASH ELECTION MERGER
Springdale, Arkansas - February 28, 2001 - Tyson Foods, Inc. (NYSE: TSN)
said today it expects to terminate its cash tender offer to purchase for
cash up to 50.1% of the outstanding shares of common stock of IBP, inc.
(NYSE: IBP), and to begin work on a cash election merger, consistent with
the IBP agreement. The tender offer expires at midnight, New York City
time, tonight. Any shares tendered will be returned.
John Tyson, chairman, president and chief executive officer, said,
"Unfortunately, it will be impossible to complete the cash tender offer by
the 28th. IBP continues to work with the SEC to resolve their accounting
issues. After that work is complete, we will determine what effect these
matters will have on our deal."
Pursuing a cash merger will delay the proposed transaction. It
necessitates filing a prospectus and proxy statement with the SEC, which
would include IBP's restated financials, and requires a special shareholder
meeting and vote of IBP and Tyson shareholders.
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.
About IBP, inc.
IBP, inc., headquartered in Dakota Dunes, South Dakota, is the world's
largest supplier of premium fresh beef and pork products, with more than 60
production sites in North America, joint venture operations in China,
Ireland and Russia and sales offices throughout the world. The company,
which generated annual sales exceeding $16 billion, employs 50,000 people.
Forward Looking Statements.
Certain statements contained in this communication are "forward-looking
statements", such as statements relating to future events 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") HAS COMMENCED 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 WEDNESDAY, FEBRUARY 28, 2001,
UNLESS EXTENDED BY LASSO. 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 EXCHANGE
OFFER AND 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 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.