010839 Tyson and IBP Announce SEC ApprovalAugust 28, 2001
Springdale, AR - Tyson Foods, Inc. and IBP, inc. announced that their joint proxy statement/prospectus with respect to the back-end merger of IBP with and into Lasso Acquisition Corporation, a wholly owned subsidiary of Tyson, has been declared effective by the Securities and Exchange Commission. The proxy statement/prospectus will be mailed to IBP shareholders later this week.
A special meeting of IBP shareholders has been scheduled for 9:00 a.m. CDT Friday, September 28, 2001, at IBP's World Headquarters in Dakota Dunes, South Dakota to approve the merger of IBP and Lasso Acquisition Corporation. IBP shareholders of record at the close of business on August 27, 2001, will be entitled to vote at the special meeting.
In the second step of the merger, each IBP share (other than shares owned by Tyson or any of its subsidiaries or by IBP as treasury stock, all of which will be canceled) will be converted into $30.00 of Tyson Class A common stock if, during the 15 consecutive trading days ending on the fifth trading day preceding the effective time of the merger, the average closing price per share of Tyson Class A common stock is between $12.60 and $15.40. If the average price is above $15.40, each IBP share will be converted into 1.948 Tyson Class A common shares. If the average price is below $12.60, each IBP share will be converted into 2.381 Tyson Class A common shares. The merger is subject to the satisfaction of certain conditions, including the approval of IBP stockholders.
Under Delaware law, approval by IBP shareholders of the merger proposal requires the affirmative vote of a majority of the outstanding IBP shares entitled to vote at the special meeting. Because Tyson and Lasso own approximately 50.1% of the outstanding shares of IBP common stock and have agreed to vote for the merger proposal, IBP shareholder approval is assured.
John Tyson, chairman and CEO of Tyson, said, “We expect to complete this transaction on September 28 and begin our future together as a new company. I'm encouraged by our combined operating performance over the past few weeks. Our integration plan is underway and on schedule, and I'm pleased with the progress we're making to transition this company into the world's premier value-added protein provider.”