Tyson Foods, Inc. (NYSE:TSN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
As previously disclosed, on April 25, 2017, Tyson Foods, Inc., a
Delaware corporation (Tyson), entered into an Agreement and Plan
of Merger (the Merger Agreement) with DVB Merger Sub, Inc., a
Delaware corporation (Merger Sub) and a wholly owned subsidiary
of Tyson and AdvancePierre Foods Holdings, Inc., a Delaware
corporation (AdvancePierre Foods).
Delaware corporation (Tyson), entered into an Agreement and Plan
of Merger (the Merger Agreement) with DVB Merger Sub, Inc., a
Delaware corporation (Merger Sub) and a wholly owned subsidiary
of Tyson and AdvancePierre Foods Holdings, Inc., a Delaware
corporation (AdvancePierre Foods).
to the Merger Agreement, and upon the terms and subject to the
conditions described therein, Tyson will cause Merger Sub to
commence a cash tender offer (the Offer) within 10 business days
following the date of the Merger Agreement to acquire all of
AdvancePierre Foods outstanding shares of common stock, par value
$0.01 per share (the APFH Stock), for $40.25 per share, net to
the seller in cash, without interest, subject to any required
withholding of taxes (the Offer Price). The Offer will initially
expire at 11:59 p.m. (New York City time) on the date that is 20
business days following the commencement of the Offer. Under
certain circumstances, Merger Sub may be required to extend the
Offer on one or more occasions in accordance with the terms set
forth in the Merger Agreement and the applicable rules and
regulations of the United States Securities and Exchange
Commission (the SEC). Merger Sub will not be required to extend
the Offer beyond December 25, 2017, and may not extend the Offer
beyond such date without the prior written consent of
AdvancePierre Foods.
conditions described therein, Tyson will cause Merger Sub to
commence a cash tender offer (the Offer) within 10 business days
following the date of the Merger Agreement to acquire all of
AdvancePierre Foods outstanding shares of common stock, par value
$0.01 per share (the APFH Stock), for $40.25 per share, net to
the seller in cash, without interest, subject to any required
withholding of taxes (the Offer Price). The Offer will initially
expire at 11:59 p.m. (New York City time) on the date that is 20
business days following the commencement of the Offer. Under
certain circumstances, Merger Sub may be required to extend the
Offer on one or more occasions in accordance with the terms set
forth in the Merger Agreement and the applicable rules and
regulations of the United States Securities and Exchange
Commission (the SEC). Merger Sub will not be required to extend
the Offer beyond December 25, 2017, and may not extend the Offer
beyond such date without the prior written consent of
AdvancePierre Foods.
The obligation of Merger Sub to purchase shares of APFH Stock
tendered in the Offer is subject to customary conditions,
including (i) shares of APFH Stock having been validly tendered
and received and not withdrawn that represent, together with the
shares then owned by Tyson and Merger Sub and any other direct or
indirect wholly-owned subsidiary of Tyson, at least a majority of
the then-outstanding shares of APFH Stock, (ii) the expiration or
termination of the waiting period (and any extension thereof)
applicable to the Offer and the Merger (as defined below) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, without the imposition of a Burdensome Condition (as
defined in the Merger Agreement) and (iii) the absence of any
applicable law or any injunction or other order issued by a court
of competent jurisdiction in the United States challenging or
seeking to prevent the consummation of the Offer or the Merger or
seeking to impose a Burdensome Condition. The consummation of the
Offer is not subject to any financing condition.
tendered in the Offer is subject to customary conditions,
including (i) shares of APFH Stock having been validly tendered
and received and not withdrawn that represent, together with the
shares then owned by Tyson and Merger Sub and any other direct or
indirect wholly-owned subsidiary of Tyson, at least a majority of
the then-outstanding shares of APFH Stock, (ii) the expiration or
termination of the waiting period (and any extension thereof)
applicable to the Offer and the Merger (as defined below) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, without the imposition of a Burdensome Condition (as
defined in the Merger Agreement) and (iii) the absence of any
applicable law or any injunction or other order issued by a court
of competent jurisdiction in the United States challenging or
seeking to prevent the consummation of the Offer or the Merger or
seeking to impose a Burdensome Condition. The consummation of the
Offer is not subject to any financing condition.
As soon as possible after (and in no event later than two
business days following) the time at which shares of APFH Stock
are first accepted for payment and paid for under the Offer (the
Acceptance Time), subject to the satisfaction or waiver of
certain customary conditions set forth in the Merger Agreement,
Merger Sub will be merged with and into AdvancePierre Foods, with
AdvancePierre Foods surviving the merger as a wholly owned
subsidiary of Tyson (the Merger), to the procedure provided for
under Section 251(h) of the Delaware General Corporation Law
without any additional stockholder approvals.
business days following) the time at which shares of APFH Stock
are first accepted for payment and paid for under the Offer (the
Acceptance Time), subject to the satisfaction or waiver of
certain customary conditions set forth in the Merger Agreement,
Merger Sub will be merged with and into AdvancePierre Foods, with
AdvancePierre Foods surviving the merger as a wholly owned
subsidiary of Tyson (the Merger), to the procedure provided for
under Section 251(h) of the Delaware General Corporation Law
without any additional stockholder approvals.
At the effective time of the Merger (the Effective Time), each
share of APFH Stock (other than treasury shares held by
AdvancePierre Foods and any shares of APFH Stock owned by Tyson,
Merger Sub or any person who is entitled to and properly demands
statutory appraisal of his or her shares) will be converted into
the right to receive the Offer Price in cash, without interest,
subject to any required withholding taxes.
share of APFH Stock (other than treasury shares held by
AdvancePierre Foods and any shares of APFH Stock owned by Tyson,
Merger Sub or any person who is entitled to and properly demands
statutory appraisal of his or her shares) will be converted into
the right to receive the Offer Price in cash, without interest,
subject to any required withholding taxes.
At the Effective Time, each outstanding option to acquire shares
of APFH Stock granted or issued to any Employee Plan (as defined
in the Merger Agreement) (each, an APFH Stock Option) will be
canceled and converted into the right to receive a cash payment
equal to the product of (i) the excess, if any, of the Offer
Price over the applicable per share exercise price of such APFH
Stock Option and (ii) the number of shares of APFH Stock that are
subject to such APFH Stock Option. Any APFH Stock Options with a
per share exercise price equal to or greater than the Offer Price
will be canceled for no consideration. At the Effective Time,
each outstanding restricted share unit of APFH Stock granted or
issued to any Employee Plan (each, an APFH RSU) will be canceled
and converted into the right to receive a cash payment equal to
the product of (i) the Offer Price and (ii) the total number of
shares of APFH Stock subject to such APFH RSU. In addition, at
the Effective Time, each outstanding restricted share of APFH
Stock granted or issued to any Employee Plan will be converted
into the right to receive a cash payment equal to the Offer
Price.
of APFH Stock granted or issued to any Employee Plan (as defined
in the Merger Agreement) (each, an APFH Stock Option) will be
canceled and converted into the right to receive a cash payment
equal to the product of (i) the excess, if any, of the Offer
Price over the applicable per share exercise price of such APFH
Stock Option and (ii) the number of shares of APFH Stock that are
subject to such APFH Stock Option. Any APFH Stock Options with a
per share exercise price equal to or greater than the Offer Price
will be canceled for no consideration. At the Effective Time,
each outstanding restricted share unit of APFH Stock granted or
issued to any Employee Plan (each, an APFH RSU) will be canceled
and converted into the right to receive a cash payment equal to
the product of (i) the Offer Price and (ii) the total number of
shares of APFH Stock subject to such APFH RSU. In addition, at
the Effective Time, each outstanding restricted share of APFH
Stock granted or issued to any Employee Plan will be converted
into the right to receive a cash payment equal to the Offer
Price.
In connection with the consummation of the Merger, AdvancePierre
Foods will pay the amounts due upon a change of control
transaction under the Income Tax Receivable Agreement (as defined
in the Merger Agreement) in accordance with the terms thereof and
of the Merger Agreement.
Foods will pay the amounts due upon a change of control
transaction under the Income Tax Receivable Agreement (as defined
in the Merger Agreement) in accordance with the terms thereof and
of the Merger Agreement.
The Merger Agreement contains representations, warranties and
covenants of the parties customary for a transaction of this
nature, including an agreement that, subject to certain
exceptions, the parties will use commercially reasonable efforts
to cause the Offer and the Merger to be consummated. Until the
earlier of the termination of the Merger Agreement and the
Effective Time, AdvancePierre Foods has agreed to operate its
business in the ordinary course consistent with past practice and
has agreed to certain other negative operating covenants, as set
forth more fully in the Merger Agreement.
covenants of the parties customary for a transaction of this
nature, including an agreement that, subject to certain
exceptions, the parties will use commercially reasonable efforts
to cause the Offer and the Merger to be consummated. Until the
earlier of the termination of the Merger Agreement and the
Effective Time, AdvancePierre Foods has agreed to operate its
business in the ordinary course consistent with past practice and
has agreed to certain other negative operating covenants, as set
forth more fully in the Merger Agreement.
The Merger Agreement also contains a no solicitation provision
that, in general, restricts AdvancePierre Foods ability to (i)
solicit, initiate or knowingly take any action to facilitate or
encourage the submission of any Acquisition Proposals (as defined
in the Merger Agreement) or (ii) enter into, engage or
participate in discussions or negotiations with, furnish any
nonpublic information relating to AdvancePierre Foods to, or
otherwise knowingly cooperate with, third parties that are
seeking to make, or have made, an Acquisition Proposal. The no
solicitation provision is subject to a fiduciary out provision
that allows AdvancePierre Foods, under certain circumstances and
in compliance with certain obligations, to provide information
and participate in discussions and negotiations with respect to
unsolicited third-party acquisition proposals that would
reasonably be expected to lead to a Superior Proposal (as defined
in the Merger Agreement) and, subject to compliance with certain
obligations, to terminate the Merger Agreement and accept a
Superior Proposal upon payment to Tyson of the termination fee
discussed below.
that, in general, restricts AdvancePierre Foods ability to (i)
solicit, initiate or knowingly take any action to facilitate or
encourage the submission of any Acquisition Proposals (as defined
in the Merger Agreement) or (ii) enter into, engage or
participate in discussions or negotiations with, furnish any
nonpublic information relating to AdvancePierre Foods to, or
otherwise knowingly cooperate with, third parties that are
seeking to make, or have made, an Acquisition Proposal. The no
solicitation provision is subject to a fiduciary out provision
that allows AdvancePierre Foods, under certain circumstances and
in compliance with certain obligations, to provide information
and participate in discussions and negotiations with respect to
unsolicited third-party acquisition proposals that would
reasonably be expected to lead to a Superior Proposal (as defined
in the Merger Agreement) and, subject to compliance with certain
obligations, to terminate the Merger Agreement and accept a
Superior Proposal upon payment to Tyson of the termination fee
discussed below.
The Merger Agreement also includes customary termination
provisions for both AdvancePierre Foods and Tyson, and provides
that, in connection with the termination of the Merger Agreement
under specified circumstances, including a termination by
AdvancePierre Foods to accept and enter into a definitive
agreement with respect to a Superior Proposal, AdvancePierre
Foods will pay Tyson a termination fee of $100,000,000.
provisions for both AdvancePierre Foods and Tyson, and provides
that, in connection with the termination of the Merger Agreement
under specified circumstances, including a termination by
AdvancePierre Foods to accept and enter into a definitive
agreement with respect to a Superior Proposal, AdvancePierre
Foods will pay Tyson a termination fee of $100,000,000.
The foregoing description of the Merger Agreement and the
transaction contemplated thereby does not purport to be complete,
and is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is attached hereto as
Exhibit 2.1>to this Current Report on Form 8-K and is
incorporated herein by reference.
transaction contemplated thereby does not purport to be complete,
and is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is attached hereto as
Exhibit 2.1>to this Current Report on Form 8-K and is
incorporated herein by reference.
Tender and Support Agreements
Concurrently with entering into the Merger Agreement, Tyson and
Merger Sub entered into a separate tender and support agreement
(the Tender and Support Agreement) with the principal stockholder
of the Company, Oaktree Capital Management, L.P. and its
affiliates (collectively, Oaktree), beneficially owning, as of
April 25, 2017, approximately 42% of the outstanding shares of
Company Common Stock. Under the Tender and Support Agreement,
Oaktree agreed to tender all of its shares of Company Common
Stock in the Offer. The Tender and Support Agreement terminates
upon the first to occur of (i) the Effective Time (as defined in
the Merger Agreement); (ii) termination of the Merger Agreement;
(iii) the Companys Board of Directors changing its recommendation
regarding the Offer; or (iv) with respect any individual
stockholder party to the Tender and Support Agreement, a
reduction in the Offer Price.
Merger Sub entered into a separate tender and support agreement
(the Tender and Support Agreement) with the principal stockholder
of the Company, Oaktree Capital Management, L.P. and its
affiliates (collectively, Oaktree), beneficially owning, as of
April 25, 2017, approximately 42% of the outstanding shares of
Company Common Stock. Under the Tender and Support Agreement,
Oaktree agreed to tender all of its shares of Company Common
Stock in the Offer. The Tender and Support Agreement terminates
upon the first to occur of (i) the Effective Time (as defined in
the Merger Agreement); (ii) termination of the Merger Agreement;
(iii) the Companys Board of Directors changing its recommendation
regarding the Offer; or (iv) with respect any individual
stockholder party to the Tender and Support Agreement, a
reduction in the Offer Price.
The foregoing description of the Tender and Support Agreement does
not purport to be complete and is qualified in its entirety by
reference to the actual Tender and Support Agreement, a copy of
which is attached hereto as Exhibit 99.1>to this Current Report
on Form 8-K and incorporated herein by reference.
not purport to be complete and is qualified in its entirety by
reference to the actual Tender and Support Agreement, a copy of
which is attached hereto as Exhibit 99.1>to this Current Report
on Form 8-K and incorporated herein by reference.
The Merger Agreement and Tender and Support Agreement have been
included to provide investors with information regarding their
terms. They are not intended to provide any other factual
information about the Tyson, AdvancePierre Foods or their
respective subsidiaries or affiliates or to modify or supplement
any factual disclosures about the Tyson or AdvancePierre Foods
included in their public reports filed with the SEC. The
representations, warranties and covenants contained in the Merger
Agreement and Tender and Support Agreement were made only for
purposes of such agreements and as of specific dates, were solely
for the benefit of the respective parties to such agreements, may
be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the respective
parties to such agreements instead of establishing these matters as
facts, and may be subject to standards of materiality that differ
from those applicable to investors. Investors should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the parties thereto or of any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of representations and warranties may change after
the date of the Merger Agreement and Tender and Support Agreement
which subsequent information may or may not be fully reflected in
the Tysons public disclosures.
included to provide investors with information regarding their
terms. They are not intended to provide any other factual
information about the Tyson, AdvancePierre Foods or their
respective subsidiaries or affiliates or to modify or supplement
any factual disclosures about the Tyson or AdvancePierre Foods
included in their public reports filed with the SEC. The
representations, warranties and covenants contained in the Merger
Agreement and Tender and Support Agreement were made only for
purposes of such agreements and as of specific dates, were solely
for the benefit of the respective parties to such agreements, may
be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the respective
parties to such agreements instead of establishing these matters as
facts, and may be subject to standards of materiality that differ
from those applicable to investors. Investors should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the parties thereto or of any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of representations and warranties may change after
the date of the Merger Agreement and Tender and Support Agreement
which subsequent information may or may not be fully reflected in
the Tysons public disclosures.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements, including
statements regarding the expected consummation of the acquisition,
which involve a number of risks and uncertainties, including the
satisfaction of closing conditions for the acquisition (such as
regulatory approval for the transaction and the tender of at least
a majority of the outstanding shares of capital stock of
AdvancePierre Foods); the possibility that the transaction will not
be completed; the impact of general economic, industry, market or
political conditions; risks related to the ultimate outcome and
results of integrating the operations of Tyson and AdvancePierre
Foods; the ultimate outcome of Tysons operating strategy applied to
AdvancePierre Foods and the ultimate ability to realize synergies;
the effects of the business combination on Tyson and AdvancePierre
Foods, including on the combined companys future financial
condition, operating results, strategy and plans; and other risks
and uncertainties, including those identified in AdvancePierre
Foods periodic filings, including AdvancePierre Foods Annual Report
on Form 10-K for the year ended December 31, 2016 and AdvancePierre
Foods Registration Statement on Form S-1 filed with the U.S.
Securities Exchange Commission (SEC) on April 5, 2017 and any
subsequent quarterly reports on Form 10-Q, as well as the tender
offer documents to be filed with the SEC by Tyson and the
Solicitation/Recommendation statement on Schedule 14D-9 to be filed
by AdvancePierre Foods. These statements constitute forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. The
words may, might, will, should, estimate, project, plan,
anticipate, expect, intend, outlook, believe and other similar
expressions (or the negative of such terms) are intended to
identify forward-looking statements. If underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize,
actual results and the timing of events may differ materially from
the results and/or timing discussed in the forward-looking
statements, and readers are cautioned not to place undue reliance
on these forward-looking statements. Forward-looking statements
speak only as of the date of this communication, and neither Tyson
nor AdvancePierre Foods undertakes any obligation to update any
forward-looking statement except as required by law.
statements regarding the expected consummation of the acquisition,
which involve a number of risks and uncertainties, including the
satisfaction of closing conditions for the acquisition (such as
regulatory approval for the transaction and the tender of at least
a majority of the outstanding shares of capital stock of
AdvancePierre Foods); the possibility that the transaction will not
be completed; the impact of general economic, industry, market or
political conditions; risks related to the ultimate outcome and
results of integrating the operations of Tyson and AdvancePierre
Foods; the ultimate outcome of Tysons operating strategy applied to
AdvancePierre Foods and the ultimate ability to realize synergies;
the effects of the business combination on Tyson and AdvancePierre
Foods, including on the combined companys future financial
condition, operating results, strategy and plans; and other risks
and uncertainties, including those identified in AdvancePierre
Foods periodic filings, including AdvancePierre Foods Annual Report
on Form 10-K for the year ended December 31, 2016 and AdvancePierre
Foods Registration Statement on Form S-1 filed with the U.S.
Securities Exchange Commission (SEC) on April 5, 2017 and any
subsequent quarterly reports on Form 10-Q, as well as the tender
offer documents to be filed with the SEC by Tyson and the
Solicitation/Recommendation statement on Schedule 14D-9 to be filed
by AdvancePierre Foods. These statements constitute forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. The
words may, might, will, should, estimate, project, plan,
anticipate, expect, intend, outlook, believe and other similar
expressions (or the negative of such terms) are intended to
identify forward-looking statements. If underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize,
actual results and the timing of events may differ materially from
the results and/or timing discussed in the forward-looking
statements, and readers are cautioned not to place undue reliance
on these forward-looking statements. Forward-looking statements
speak only as of the date of this communication, and neither Tyson
nor AdvancePierre Foods undertakes any obligation to update any
forward-looking statement except as required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer referenced in this communication has not yet
commenced. This announcement is for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to
sell securities, nor is it a substitute for the tender offer
materials that will be filed with the SEC. The solicitation and
offer to buy AdvancePierre Foods stock will only be made to an
Offer to Purchase and related tender offer materials. At the time
the tender offer is commenced, Tyson and its acquisition subsidiary
will file a tender offer statement on Schedule TO and thereafter
AdvancePierre Foods will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender
offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ADVANCEPIERRE
FOODS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT HOLDERS OF ADVANCEPIERRE FOODS SECURITIES SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SECURITIES. The Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, will be made available
to all holders of AdvancePierre Foods stock at no expense to them.
The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at
www.sec.gov. Copies of the documents filed with the SEC by Tyson
will be available free of charge on Tysons internet website at
http://www.tyson.com or by contacting Jon Kathol at Tysons Investor
Relations Department at (479) 290-4235 or by email at
[email protected]. Copies of the documents filed with the SEC by
AdvancePierre Foods will be available free of charge on
AdvancePierre Foods internet website at
http://www.advancepierre.com or by contacting John Morgan at
AdvancePierre Foods Investor Relations Department at (513) 372-9338
or by email at [email protected].
commenced. This announcement is for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to
sell securities, nor is it a substitute for the tender offer
materials that will be filed with the SEC. The solicitation and
offer to buy AdvancePierre Foods stock will only be made to an
Offer to Purchase and related tender offer materials. At the time
the tender offer is commenced, Tyson and its acquisition subsidiary
will file a tender offer statement on Schedule TO and thereafter
AdvancePierre Foods will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender
offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ADVANCEPIERRE
FOODS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT HOLDERS OF ADVANCEPIERRE FOODS SECURITIES SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SECURITIES. The Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, will be made available
to all holders of AdvancePierre Foods stock at no expense to them.
The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at
www.sec.gov. Copies of the documents filed with the SEC by Tyson
will be available free of charge on Tysons internet website at
http://www.tyson.com or by contacting Jon Kathol at Tysons Investor
Relations Department at (479) 290-4235 or by email at
[email protected]. Copies of the documents filed with the SEC by
AdvancePierre Foods will be available free of charge on
AdvancePierre Foods internet website at
http://www.advancepierre.com or by contacting John Morgan at
AdvancePierre Foods Investor Relations Department at (513) 372-9338
or by email at [email protected].
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, AdvancePierre Foods
files annual, quarterly and current reports and other information
with the SEC. You may read and copy any reports or other
information filed by AdvancePierre Foods at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. AdvancePierre Foods filings with the SEC
are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at
http://www.sec.gov.
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, AdvancePierre Foods
files annual, quarterly and current reports and other information
with the SEC. You may read and copy any reports or other
information filed by AdvancePierre Foods at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. AdvancePierre Foods filings with the SEC
are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at
http://www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit Number
|
Description
|
|
2.1
|
Agreement and Plan of Merger dated as of April 25, 2017
among Tyson Foods, Inc., AdvancePierre Foods Holdings, Inc. and DVB Merger Sub, Inc.* |
|
99.1
|
Tender and Support Agreement dated as of April 25, 2017
among Tyson Foods, Inc., DVB Merger Sub, Inc., OCM Principal Opportunities Fund IV Delaware, L.P. and OCM APFH Holdings, LLC. |
|
* Tyson hereby undertakes to furnish supplementally a
copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request. |
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. Tyson Foods, Inc. (NYSE:TSN) Recent Trading Information
Tyson Foods, Inc. (NYSE:TSN) closed its last trading session down -0.35 at 64.26 with 2,511,642 shares trading hands.
