Pilgrim's Pride Announces Early Termination of Hart-Scott-Rodino Waiting Period in Connection With Gold Kist Offer
17 Oktober 2006 - 4:39PM
PR Newswire (US)
PITTSBURG, Texas, Oct. 17 /PRNewswire-FirstCall/ -- Pilgrim's Pride
Corporation (NYSE:PPC) today announced that the Antitrust Division
of the Department of Justice (DOJ) has granted early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR) in connection with its offer to
purchase all of the outstanding shares of Gold Kist Inc.
(NASDAQ:GKIS) common stock for $20 per share in cash. O.B. Goolsby,
Jr., president and chief executive officer of Pilgrim's Pride,
said, "We are pleased to have been granted early termination under
HSR in connection with our offer to purchase Gold Kist. This is a
positive step forward in our efforts to acquire Gold Kist."
Pilgrim's Pride commenced its offer to purchase all of the
outstanding shares of Gold Kist common stock for $20 per share in
cash on September 29, 2006. The Pilgrim's Pride offer represents a
premium of 55% over Gold Kist's closing stock price on August 18,
2006, the last day of trading before Pilgrim's Pride notified Gold
Kist's board of directors in a public letter that it was proposing
to acquire Gold Kist for $20 per share in cash. Pilgrim's Pride's
tender offer is scheduled to expire at midnight, New York City
Time, on Friday, October 27, 2006, unless extended. Pilgrim's Pride
has obtained financing for the tender offer through a combination
of an amendment to its existing credit facility and a commitment
letter for an additional credit facility from Lehman Brothers Inc.
Baker & McKenzie LLP and Morris, Nichols, Arsht & Tunnell,
LLP are acting as legal counsel and Credit Suisse, Legacy Partners
Group LLC and Lehman Brothers Inc. are acting as financial advisors
to Pilgrim's Pride. Innisfree M&A Incorporated is acting as
information agent for Pilgrim's Pride's offer. 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
shares will be made only pursuant to the tender offer statement
(including the offer to purchase, the letter of transmittal and
other offer documents) filed with the Securities and Exchange
Commission ("SEC") on September 29, 2006. Gold Kist stockholders
are advised to read these documents and any other documents
relating to the tender offer that are filed with the SEC carefully
and in their entirety because they contain important information.
Gold Kist stockholders may obtain copies of these documents for
free at the SEC's website at http://www.sec.gov/ or by calling
Innisfree M&A Incorporated, the Information Agent for the
offer, at 877-687-1874 (toll free from the U.S. and Canada).
Pilgrim's Pride currently intends to solicit proxies for use at
Gold Kist's 2007 Annual Meeting of Stockholders, or at any
adjournment or postponement thereof, to vote to increase the number
of directors constituting Gold Kist's entire board to 15 and fill
nine positions on the expanded board with nominees of the president
and chief executive officer of Pilgrim's Pride. Investors and
security holders are urged to read the proxy statement and other
disclosure documents regarding the proposed transaction, when they
are filed, because they will contain important information. These
disclosure documents will be filed with the Securities and Exchange
Commission by Pilgrim's Pride Corporation and security holders may
obtain a free copy of these disclosure documents (when they become
available) and other documents filed with the SEC by Pilgrim's
Pride Corporation at the SEC's web site at http://www.sec.gov/ .
The disclosure documents filed with the SEC by Pilgrim's Pride
Corporation may also be obtained for free by directing a request to
Pilgrim's Pride Corporation at 4845 U.S. Highway 271 N, Pittsburg,
Texas, 75686 Attn. Secretary. The identity of people who, under SEC
rules, may be considered "participants in a solicitation" of
proxies from Gold Kist stockholders for use at its 2007 Annual
Meeting of Stockholders and a description of their direct and
indirect interest in the solicitation, by security holdings or
otherwise, is contained in the Form 425 filed by Pilgrim's Pride
with the SEC on August 24, 2006. Contacts: Joele Frank / Steve
Frankel Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
http://www.newscom.com/cgi-bin/prnh/20041018/DAM038LOGO
http://photoarchive.ap.org/ DATASOURCE: Pilgrim's Pride Corporation
CONTACT: Joele Frank or Steve Frankel, both of Joele Frank,
Wilkinson Brimmer Katcher, +1-212-355-4449, for Pilgrim's Pride
Corporation Web site: http://www.pilgrimspride.com/
Copyright
Gold Kist (NASDAQ:GKIS)
Historical Stock Chart
Von Dez 2024 bis Jan 2025
Gold Kist (NASDAQ:GKIS)
Historical Stock Chart
Von Jan 2024 bis Jan 2025