Pilgrims Pride Extends Tender Offers to Acquire All the Outstanding Shares of Gold Kist Inc.
As of midnight on October 27, 2006, a total of approximately 16.84 million shares of Gold Kist common stock, or approximately 33% of Gold Kist's outstanding shares, had been tendered and not withdrawn.
31/10/06 Pilgrim's Pride Corporation announced that it has extended its tender offer to purchase all of the outstanding shares of Gold Kist Inc. common stock for $20.00 per share in cash. The offer and withdrawal rights, which were scheduled to expire at midnight, New York City Time, on Friday, October 27, 2006, have been extended until 5:00 p.m., New York City Time, November 29, 2006, unless further extended.
Gold Kist's stock price, on average, has been approximately 50% of the Pilgrim's Pride stock price since Gold Kist's initial public offering in 2004. While stocks in the poultry industry are subject to significant volatility, applying this average relative trading value of 50% to Friday, October 27, 2006, Pilgrim's Pride closing stock price of $25.16 implies a Gold Kist stock price of approximately $12.76. The offer therefore represents an approximately 57% premium to this implied Gold Kist stock price. The offer also represents a 55% premium over Gold Kist's closing stock price of $12.93 per share 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.
As of midnight on October 27, 2006, a total of approximately 16.84 million shares of Gold Kist common stock, or approximately 33% of Gold Kist's outstanding shares, had been tendered and not withdrawn.
As previously announced, on September 29, 2006, Pilgrim's Pride commenced its tender offer to purchase all of the outstanding shares of Gold Kist common stock for $20 per share in cash. The transaction is valued at approximately $1 billion, plus the assumption of approximately $144 million of Gold Kist's debt.
The Company also announced the extension of its offer to purchase and related consent solicitation for Gold Kist's outstanding 10-1/4% Senior Notes due March 15, 2014 until 5:00 p.m., New York City Time, November 29, 2006, unless further extended. The debt tender offer is being made in connection with Pilgrim's Pride's proposed acquisition of Gold Kist. As of midnight on October 27, 2006, the Company had received tenders and related consents with respect to approximately 99.9% of the aggregate principal amount of the outstanding Gold Kist Notes. In accordance with the terms of the Offer to Purchase the Gold Kist Notes and as previously announced, tenders of the Notes and related consents to proposed amendments to the indenture governing the Gold Kist Notes became irrevocable as of 5:00 p.m. on October 13, 2006 and tenders of Notes and consents delivered after that date will also be irrevocable. In accordance with the terms of the offer, a new price determination date for the Gold Kist Notes will be fixed (which will be 10:00 a.m. New York City time on the eleventh business day immediately preceding the new expiration date) and the consideration to be paid to holders of Gold Kist Notes will be redetermined as of the new date.
On October 17, 2006, the Company announced that the Antitrust Division of the Department of Justice (DOJ) has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) in connection with its tender offer for the outstanding shares of Gold Kist.
