Tyson Foods, Inc. (NYSE:TSN) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
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 (APFH).
On April 25, 2017, Tyson and APFH issued a joint press release
announcing the execution of the Merger Agreement, which is attached
as Exhibit 99.1>to this Current Report on Form 8-K and
incorporated by reference herein. On April 25, 2017 Tyson issued an
investor presentation entitled Acquisition of AdvancePierre, which
is attached as Exhibit 99.2>to this Current Report on Form 8-K
and incorporated by reference herein.
(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 (APFH).
On April 25, 2017, Tyson and APFH issued a joint press release
announcing the execution of the Merger Agreement, which is attached
as Exhibit 99.1>to this Current Report on Form 8-K and
incorporated by reference herein. On April 25, 2017 Tyson issued an
investor presentation entitled Acquisition of AdvancePierre, which
is attached as Exhibit 99.2>to this Current Report on Form 8-K
and incorporated by reference herein.
to General Instruction B.2. to Form 8-K, the information set forth
in this Item 7.01, including Exhibit 99.1>and Exhibit 99.2,
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section.
in this Item 7.01, including Exhibit 99.1>and Exhibit 99.2,
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section.
Item 8.01. Other Events.
On April 25, 2017, Tyson Foods, Inc. entered into the Merger
Agreement. 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 APFHs outstanding shares of common stock, par
value $0.01 per share, for $40.25 per share, net to the seller in
cash, without interest, subject to any required withholding of
taxes. The Offer will remain open for a minimum of 20 business
days from the date of commencement.
Agreement. 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 APFHs outstanding shares of common stock, par
value $0.01 per share, for $40.25 per share, net to the seller in
cash, without interest, subject to any required withholding of
taxes. The Offer will remain open for a minimum of 20 business
days from the date of commencement.
The Merger Agreement further provides that, upon the terms and
subject to the conditions thereof, following completion of the
Offer, Merger Sub will be merged with and into APFH, with APFH
surviving the merger as a wholly owned subsidiary of Tyson (the
Merger).
subject to the conditions thereof, following completion of the
Offer, Merger Sub will be merged with and into APFH, with APFH
surviving the merger as a wholly owned subsidiary of Tyson (the
Merger).
The consummation of the Offer and the Merger are subject to
customary regulatory approvals and closing conditions and is
expected to occur in the second calendar quarter of 2017. The
consummation of the Offer is not subject to any financing
condition.
customary regulatory approvals and closing conditions and is
expected to occur in the second calendar quarter of 2017. The
consummation of the Offer is not subject to any financing
condition.
On April 25, 2017, concurrently with the execution of the Merger
Agreement, Tyson and Merger Sub entered into a tender and support
agreement (the Tender and Support Agreement) with OCM Principal
Opportunities Fund IV Delaware, L.P. and OCM APFH Holdings, LLC
(each, a Stockholder and collectively, the Stockholders) to
which, among other things and subject to the terms and conditions
therein, the Stockholders have agreed to, among other things,
tender or cause to be tendered in the Offer, all of the shares of
APFH stock beneficially owned by them on the terms and subject to
the conditions set forth therein.
Agreement, Tyson and Merger Sub entered into a tender and support
agreement (the Tender and Support Agreement) with OCM Principal
Opportunities Fund IV Delaware, L.P. and OCM APFH Holdings, LLC
(each, a Stockholder and collectively, the Stockholders) to
which, among other things and subject to the terms and conditions
therein, the Stockholders have agreed to, among other things,
tender or cause to be tendered in the Offer, all of the shares of
APFH stock beneficially owned by them on the terms and subject to
the conditions set forth therein.
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
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.
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
|
|
99.1
|
Joint Press Release of Tyson Foods, Inc. and
AdvancePierre Foods Holdings, Inc. dated April 25, 2017 |
|
99.2
|
Investor Presentation of Tyson Foods, Inc.,
entitled Acquisition of AdvancePierre dated April 25, 2017 |
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 up +0.25 at 65.39 with 2,436,704 shares trading hands.
