Pilgrim's Pride Commences Cash Tender Offer for Gold Kist's 10 1/4% Senior Notes Due 2014
29 Setembro 2006 - 2:53PM
PR Newswire (US)
PITTSBURG, Texas, Sept. 29 /PRNewswire-FirstCall/ -- Pilgrim's
Pride Corporation (NYSE:PPC) today announced that it has commenced
a cash tender offer to purchase all of Gold Kist Inc.'s
(NASDAQ:GKIS) outstanding 10 1/4% 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, dated September 29,
2006, and the related Consent and Letter of Transmittal. The tender
offer is being conducted in connection with Pilgrim's Pride's
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 is also seeking 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 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,
(i) the receipt of consents from the holders of a majority in
aggregate outstanding principal amount of the Notes, (ii) the
execution by the trustee for the Notes, Gold Kist Inc. and its
subsidiary guarantors of a supplemental indenture implementing the
proposed amendments described in the offer to purchase, (iii)
satisfaction of the conditions of the equity tender offer, and (iv)
there not being any pending or threatened action, claim or
proceeding that would reasonably be likely to prevent the
transactions contemplated by the tender offer and consent
solicitation or declare such transactions unlawful. The consent
period expires at 5:00 p.m., New York City time, on Friday, October
13, 2006 (the "Consent Date"), unless extended by Pilgrim's Pride.
The tender offer expires at midnight, New York City time, on
Friday, October 27, 2006 (the "Expiration Date"), unless extended.
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., New York City
time, on the Consent Date, but not thereafter. Notes tendered and
related consents delivered after 5:00 p.m., New York City 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., New York City 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 offer to purchase, 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 5/8% 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 offer to
purchase, 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), or in
writing at 501 Madison Avenue, 20th Floor, New York, New York
10022. This announcement is not an offer to purchase, or a
solicitation of an offer to purchase, or a solicitation of tenders
or consents with respect to, any Notes. The tender offer and
consent solicitation are being made solely pursuant to the offer to
purchase. 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
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)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Gold Kist (NASDAQ:GKIS)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024