Tyson Foods, Inc. (NYSE:TSN) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on April 25, 2017, Tyson Foods, Inc., a Delaware corporation (“Tyson”), and DVB Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Tyson (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AdvancePierre Foods Holdings, Inc. (“AdvancePierre”), to which, among other things, Merger Sub would merge with and into AdvancePierre (the “Merger”), with AdvancePierre surviving the Merger as a wholly owned subsidiary of Tyson. In accordance with the terms of the Merger Agreement, on June 7, 2017, the Merger was completed.
to the Merger Agreement, and upon the terms and subject to the conditions described therein, Tyson caused Merger Sub to commence a cash tender offer (the “Offer”) on May 9, 2017 to acquire all of AdvancePierre’s outstanding shares of common stock, par value $0.01 per share (the “Shares”), for $40.25 per share, net to the seller in cash, without interest, subject to any required withholding of taxes (the “Offer Price”) and subject to the conditions set forth in the Offer to Purchase, dated May 9, 2017, and in the related Letter of Transmittal, filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO dated May 9, 2017 (as amended or supplemented from time to time, the “Schedule TO”) filed by Merger Sub and Tyson.
On June 7, 2017, Tyson and AdvancePierre announced the completion of the Offer. The Offer expired at 12:00 midnight, New York City time, at the end of the day on Tuesday, June 6, 2017. According to American Stock Transfer & Trust Company LLC, the depositary for the Offer, 68,648,055 Shares were validly tendered and not validly withdrawn (not including 1,890,809 Shares tendered to notices of guaranteed delivery), which represented approximately 87.27% of the outstanding Shares. Merger Sub has accepted for payment, and has paid for, all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer.
The number of Shares tendered satisfied the condition to the Offer that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares (excluding Shares tendered by notice of guarantee delivery) which, together with the Shares already owned by Tyson and any of its direct or indirect wholly owned subsidiaries (including Merger Sub), represents at least a majority of the Shares then outstanding on a fully-diluted basis as of the expiration of the Offer. All conditions to the Offer having been satisfied or waived, Tyson and Merger Sub accepted for payment, and have paid for or will promptly pay for, all Shares validly tendered into and not validly withdrawn from the Offer.
Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied or waived, and on Wednesday, June 7, 2017, Merger Sub completed the acquisition of AdvancePierre by consummating the Merger to the terms of the Merger Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”). At the effective time of the Merger, any Shares not purchased to the Offer (other than (i) Shares owned by Tyson, Merger Sub, AdvancePierre (or held in AdvancePierre’s treasury) or any direct or indirect wholly owned subsidiary of Tyson or AdvancePierre or (ii) Shares held by any stockholder that has properly exercised appraisal rights under the DGCL) were automatically converted into the right to receive, in cash and without interest, an amount equal to the Offer Price.
The aggregate consideration required to acquire all outstanding Shares to the Offer and the Merger is approximately $4.2 billion. Tyson obtained the funds necessary to fund the acquisition through (i) proceeds from the Term Loan Facility dated May 12, 2017 among Tyson, as borrower, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, on the terms and conditions previously disclosed in the Schedule TO, (ii) proceeds from concurrent offerings of four series of senior notes due 2019, 2020, 2027 and 2047 on the terms and conditions previously disclosed in the Prospectus Supplement on Form 424B5 filed by Tyson on May 24, 2017 and (iii) cash on hand.
The foregoing is a general description of the Offer, the Merger, the Merger Agreement and the Schedule TO; it does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Tyson on April 28, 2017, and which is incorporated herein by reference.
About Tyson Foods, Inc. (NYSE:TSN)
Tyson Foods, Inc. is a food company, which is engaged in offering chicken, beef and pork, as well as prepared foods. The Company offers food products under Tyson, Jimmy Dean, Hillshire Farm, Sara Lee, Ball Park, Wright, Aidells and State Fair brands. The Company operates through four segments: Chicken, Beef, Pork and Prepared Foods. It operates a vertically integrated chicken production process, which consists of breeding stock, contract growers, feed production, processing, further-processing, marketing and transportation of chicken and related allied products, including animal and pet food ingredients. Through its subsidiary, Cobb-Vantress, Inc. (Cobb), the Company is engaged in supplying poultry breeding stock across the world. It produces a range of fresh, frozen and refrigerated food products. Its products are marketed and sold by its sales staff to grocery retailers, grocery wholesalers, meat distributors, warehouse club stores and military commissaries, among others.
