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 17, 2001
Press Release issued by Tyson dated January 17, 2001
Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact Louis Gottsponer
(501) 290-4826
TYSON EXTENDS CASH TENDER OFFER FOR IBP TO JANUARY 24, 2001
Springdale, Arkansas (January 17, 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 January 24, 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 January 16, 2001, 78,253,224 shares of IBP common
stock, representing 74.1% of the total outstanding shares, had been tendered and
not withdrawn pursuant to the cash tender offer.
Tyson extended the cash tender offer because the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 has not yet expired. On
December 27, 2000, the Department of Justice requested additional information
about Tyson's live swine business. The company has provided information in
response to this request and continues to work with the DOJ to obtain prompt
approval of the transaction.
The company also announced that Tyson and IBP continue to work diligently to
prepare the documentation necessary to commence the exchange offer for IBP
shares that are not purchased in the cash tender offer. Tyson expects that the
exchange offer will be completed by the middle of March.
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.
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, JANUARY 24, 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 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.