Pilgrim's Pride to Commence Cash Tender Offer for Gold Kist's 10.25% Senior
Notes due 2014
Pittsburg, TX. September 28, 2006 - Pilgrim's Pride Corporation (NYSE: PPC)
today announced that it intends to commence a cash tender offer to purchase all
of Gold Kist's (NASDAQ: GKIS) outstanding 10.25% Senior Notes due March 15,
2014, on the terms and subject to the conditions set forth in its Offer to
Purchase and Consent Solicitation Statement, to be dated September 29, 2006,
and the related Consent and Letter of Transmittal. The tender offer will be
conducted in connection with Pilgrim's Pride's announced equity tender offer to
purchase all of the outstanding shares of Gold Kist common stock for $20 per
share in cash.
In conjunction with the tender offer, Pilgrim's Pride will also seek consents
to certain proposed amendments to certain provisions of the indenture that
governs the Notes. The purpose of the proposed amendments is to eliminate
substantially all restrictive covenants, eliminate or modify certain events of
default and eliminate or modify certain other provisions of the indenture.
The tender offer will cover all of the outstanding Notes and will be made on
the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement to be dated September 29, 2006. Holders who
desire to tender their Notes must consent to the proposed amendments, and
holders may not deliver consents without tendering the related Notes. The
tender offer is conditioned upon, among other things, the receipt of consents
from the holders of a majority in aggregate outstanding principal amount of the
Notes and satisfaction of the conditions to the equity tender offer.
The early consent period will expire at 5:00 p.m., Eastern Daylight Time, on
October 13, 2006 (the "Consent Date") unless extended by Pilgrim's Pride. The
tender offer will expire at midnight, Eastern Daylight Time, on Friday, October
27, 2006 (the "Expiration Date") unless extended or terminated earlier.
Pilgrim's Pride reserves the right to extend, amend or terminate the tender
offer and consent solicitation at any time. Notes and related consents may be
withdrawn up to 5:00 p.m., Eastern Daylight Time on the Consent Date, but not
thereafter. Notes tendered and related consents delivered after 5:00 p.m.,
Eastern Daylight Time, on the Consent Date may not be withdrawn or revoked.
Holders who validly tender and do not withdraw Notes and deliver consents prior
to 5:00 p.m., Eastern Daylight Time, on the Consent Date are eligible to
receive the total consideration, which includes a consent payment of $30.00 per
$1,000 principal amount of Notes. Holders who validly tender Notes after 5:00
p.m. on the Consent Date, but on or prior to the Expiration Date, will receive
the tender consideration, which is the total consideration less the consent
payment. In addition, holders who tender and do not withdraw their Notes in the
tender offer will receive accrued and unpaid interest from the last interest
payment date up to, but not including, the date payment is made for the Notes.
The total consideration for the Notes tendered and accepted for purchase
pursuant to the tender offer will be determined as specified in the tender
offer documents, on the basis of a yield to the first redemption date for the
Notes equal to the sum of (i) the yield (based on the bid side price) of the
2.625% U.S. Treasury Security due March 15, 2009, as calculated by Lehman
Brothers Inc. in accordance with standard market practice on the price
determination date, as described in the tender offer documents, plus (ii) a
fixed spread of 50 basis points.
Lehman Brothers Inc. is acting as dealer manager for the tender offer and as
solicitation agent for the consent solicitation. Questions about the tender
offer or the consent solicitation may be directed to Lehman Brothers Inc. at
1-800-438-3242 (toll free) or 1-212-528-7581 (collect). Requests for copies of
the related documents may be directed to Innisfree M&A Incorporated, which
has been appointed as the information agent for the tender offer and consent
solicitation, at 1-877-687-1874 (toll free).
This release is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consent of any Notes. The tender offer and the
consent solicitation will be made solely by the Offer to Purchase and Consent
Solicitation Statement to be dated September 29, 2006.
Pilgrim's Pride Corporation
Pilgrim's Pride Corporation is the second-largest chicken producer in the
United States and Mexico and the largest chicken producer in Puerto Rico.
Pilgrim's Pride employs approximately 40,000 people and has major operations in
Texas, Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.
Pilgrim's Pride products are sold to foodservice, retail and frozen entree
customers. The Company's primary distribution is through retailers, foodservice
distributors and restaurants throughout the United States and Puerto Rico and
in the Northern and Central regions of Mexico. For more information, please
visit http://www.pilgrimspride.com.
Forward-Looking Statements:
Statements contained in this press release that state the intentions, plans,
hopes, beliefs, anticipations, expectations or predictions of the future of
Pilgrim's Pride Corporation and its management, including as to the expected
benefits of the proposed transaction with Gold Kist, are forward-looking
statements. It is important to note that the actual results could differ
materially from those projected in such forward-looking statements. Factors
that could cause actual results to differ materially from those projected in
such forward-looking statements include: matters affecting the poultry industry
generally, including fluctuations in the commodity prices of feed ingredients,
chicken and turkey; additional outbreaks of avian influenza or other diseases,
either in our own flocks or elsewhere, affecting our ability to conduct our
operations and/or demand for our poultry products; contamination of our
products, which has recently and can in the future lead to product liability
claims and product recalls; exposure to risks related to product liability,
product recalls, property damage and injuries to persons, for which insurance
coverage is expensive, limited and potentially inadequate; changes in laws or
regulations affecting our operations or the application thereof; competitive
factors and pricing pressures or the loss of one or more of our largest
customers; currency exchange rate fluctuations, trade barriers, exchange
controls, expropriation and other risks associated with foreign operations;
management of our cash resources, particularly in light of our leverage, and
restrictions imposed by and as a result of, our leverage; inability to complete
the proposed acquisition or effectively integrate Gold Kist's business or
realize the associated cost savings and operating synergies currently
anticipated; and the impact of uncertainties of litigation as well as other
risks described under "Risk Factors" in our Annual Report on Form 10-K and
subsequent filings with the Securities and Exchange Commission. Pilgrim's Pride
Corporation undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Important Legal Information
This press release is provided for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell any securities of
Gold Kist. Any offers to purchase or solicitation of offers to sell Gold Kist
notes will be made only pursuant to the Offer to Purchase and Consent
Solicitation Statement. Gold Kist noteholders are advised to read the Offer to
Purchase and Consent Solicitation Statement, the related Consent and Letter of
Transmittal and any other documents relating to the tender offer and consent
solicitation in their entirety when they are distributed because they will
contain important information. Gold Kist noteholders may obtain copies of these
documents for free (when they become available) by calling Innisfree M&A
Incorporated, the Information Agent for the offer, at 1-877-687-1874 (toll free
from the U.S. and Canada).
Contacts:
Joele Frank / Steve Frankel
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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