Pilgrim's Pride Comments on Gold Kist's Statement Regarding $20 Per Share Cash Tender Offer
12 Outubro 2006 - 3:44PM
PR Newswire (US)
PITTSBURG, Texas, Oct. 12 /PRNewswire-FirstCall/ -- Pilgrim's Pride
Corporation (NYSE:PPC) today issued the following statement in
response to the Gold Kist Inc. (NASDAQ:GKIS) board's recommendation
regarding the Pilgrim's Pride offer to purchase all of the
outstanding shares of Gold Kist common stock for $20.00 per share
in cash: "We once again are disappointed in the Gold Kist board's
recommendation which has failed to recognize both the value our
offer affords Gold Kist's stockholders and the opportunity
presented to employees and contract growers. For Gold Kist
stockholders in particular, the transaction's benefits are
reflected in the price we have offered, which 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 offering $20 per
share in cash for the company. Furthermore, we intend to vigorously
defend the lawsuit filed in Federal Court in the Northern District
of Georgia." 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. Pilgrim's Pride's tender offer is
scheduled to expire at midnight, New York City Time, on Friday,
October 27, 2006, unless extended. 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/
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