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 7, 2001
Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
Tyson Extends Cash Tender Offer for IBP to February 20, 2001
Springdale, AR (February 6, 2001) Tyson Foods, Inc. (NYSE: TSN) today announced
that it is extending the expiration date of its offer to purchase for cash up to
50.1% of the outstanding shares of common stock of IBP, inc. (NYSE: IBP). The
offer is now scheduled to expire on February 20, 2001 at 12:00 midnight, New
York City time. Except as modified by this extension, the terms and conditions
of the cash tender offer remain in effect and unmodified. As of the close of
business on February 6, 2001, 55,341,256 shares of IBP common stock,
representing approximately 52% of the total outstanding shares, had been
tendered and not withdrawn pursuant to the cash tender offer.
John Tyson, Chairman, President and Chief Executive Officer, said, "We are
committed to finalizing this transaction. However, we feel compelled to delay
the close of the cash tender and the filing of the exchange offer documents
until IBP's issues with the Securities and Exchange Commission are resolved.
Until then, we will continue monitoring this situation to determine what impact,
if any, the resolution of these questions will have on the financial statements
and business."
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
Original(R) 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.
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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
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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
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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 TUESDAY, FEBRUARY 20, 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
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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.
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