Gold Kist Board Expresses No Opinion and Remains Neutral Toward Pilgrim's Pride Corporation's Unsolicited Senior Note Tender Off
12 Octubre 2006 - 10:39AM
Business Wire
Gold Kist Inc. (NASDAQ:GKIS) announced today that its Board of
Directors unanimously expresses no opinion and remains neutral
toward the unsolicited offer by Pilgrim�s Pride Corporation
(NYSE:PPC) on September 29, 2006 to purchase all of Gold Kist�s
outstanding 10 1/4 Senior Notes due March 15, 2014 and the related
consent solicitation. The Board arrived at this position after
considering the facts and circumstances surrounding Pilgrim�s
unsolicited note tender offer. The Board believes that noteholders
should make their own decision as to whether to tender. The Board,
however, strongly urges Gold Kist�s noteholders to carefully
consider all aspects of Pilgrim�s tender offer for the notes and
related consent solicitation before deciding for themselves whether
to tender. Among the factors which noteholders should be aware of
in making their determination are: Pilgrim's unsolicited note
tender offer is subject to a number of conditions, including, among
other things, the satisfaction or waiver of the conditions to
Pilgrim's September 29, 2006 unsolicited tender offer to purchase
Gold Kist�s common stock, and the requirement that there have been
validly tendered and not withdrawn a majority of the
then-outstanding principal amount of notes and consents; Pilgrim's
unsolicited common stock tender offer is itself subject to numerous
conditions that reduce the likelihood of the transaction being
completed. Because Pilgrim's note tender offer is conditioned upon
the satisfaction or waiver of the conditions to Pilgrim's common
stock tender offer, the note tender offer is equally as unlikely to
be completed, unless these conditions are waived for the note
tender offer; and The Board has previously recommended that Gold
Kist�s stockholders reject Pilgrim's unsolicited common stock
tender offer, in part due to the numerous conditions, which reduce
the likelihood that the transaction will be completed. The factors
considered by the Board and the Special Committee in arriving at
this conclusion are included in a Solicitation/Recommendation
Statement on Schedule 14D-9 that was filed today with the
Securities and Exchange Commission. The announcements contained in
this press release were made pursuant to Gold Kist�s obligations
under Rule 14e-2 under the Securities Exchange Act of 1934. The
determination of the Board announced today does not change the
recommendation of the Board that stockholders reject Pilgrim�s
unsolicited common stock tender offer commenced on September 29,
2006. Merrill Lynch & Co. and Gleacher Partners LLC are acting
as financial advisors to Gold Kist and Alston & Bird LLP and
Richards, Layton & Finger are serving as outside legal counsel.
We will file a proxy statement in connection with our 2007 annual
meeting of stockholders. Our stockholders are strongly advised to
read the proxy statement when it becomes available, as it will
contain important information. Stockholders will be able to obtain
the proxy statement, any amendments or supplements to the proxy
statement and other documents filed by the Company with the
Securities and Exchange Commission for free at the Internet website
maintained by the Securities and Exchange Commission at
www.sec.gov. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free
at the Company�s Internet website at www.goldkist.com or by writing
to Gold Kist Inc., Attn: Investor Relations, 244 Perimeter Center
Parkway, N.E., Atlanta, Georgia 30346. In addition, copies of the
proxy materials may be requested by contacting our proxy solicitor,
MacKenzie Partners, Inc. at (800) 322 2885 toll-free or by email at
proxy@mackenziepartners.com. Detailed information regarding the
names, affiliations and interests of individuals who may be deemed
participants in the solicitation of proxies of Gold Kist Inc.
stockholders is available on Schedule 14A filed with the Securities
and Exchange Commission on August 21, 2006. About Gold Kist Gold
Kist is the third largest chicken company in the United States,
accounting for more than nine�percent of chicken produced in the
United States in 2005. Gold Kist operates a fully-integrated
chicken production business that includes live production,
processing, marketing and distribution. Gold Kist�s operations
include nine divisions located in Alabama, Florida, Georgia, North
Carolina and South Carolina. For more information, visit the
company�s Web site at http://www.goldkist.com. Gold Kist Inc.
(NASDAQ:GKIS) announced today that its Board of Directors
unanimously expresses no opinion and remains neutral toward the
unsolicited offer by Pilgrim's Pride Corporation (NYSE:PPC) on
September 29, 2006 to purchase all of Gold Kist's outstanding 10
1/4 Senior Notes due March 15, 2014 and the related consent
solicitation. The Board arrived at this position after considering
the facts and circumstances surrounding Pilgrim's unsolicited note
tender offer. The Board believes that noteholders should make their
own decision as to whether to tender. The Board, however, strongly
urges Gold Kist's noteholders to carefully consider all aspects of
Pilgrim's tender offer for the notes and related consent
solicitation before deciding for themselves whether to tender.
Among the factors which noteholders should be aware of in making
their determination are: -- Pilgrim's unsolicited note tender offer
is subject to a number of conditions, including, among other
things, the satisfaction or waiver of the conditions to Pilgrim's
September 29, 2006 unsolicited tender offer to purchase Gold Kist's
common stock, and the requirement that there have been validly
tendered and not withdrawn a majority of the then-outstanding
principal amount of notes and consents; -- Pilgrim's unsolicited
common stock tender offer is itself subject to numerous conditions
that reduce the likelihood of the transaction being completed.
Because Pilgrim's note tender offer is conditioned upon the
satisfaction or waiver of the conditions to Pilgrim's common stock
tender offer, the note tender offer is equally as unlikely to be
completed, unless these conditions are waived for the note tender
offer; and -- The Board has previously recommended that Gold Kist's
stockholders reject Pilgrim's unsolicited common stock tender
offer, in part due to the numerous conditions, which reduce the
likelihood that the transaction will be completed. The factors
considered by the Board and the Special Committee in arriving at
this conclusion are included in a Solicitation/Recommendation
Statement on Schedule 14D-9 that was filed today with the
Securities and Exchange Commission. The announcements contained in
this press release were made pursuant to Gold Kist's obligations
under Rule 14e-2 under the Securities Exchange Act of 1934. The
determination of the Board announced today does not change the
recommendation of the Board that stockholders reject Pilgrim's
unsolicited common stock tender offer commenced on September 29,
2006. Merrill Lynch & Co. and Gleacher Partners LLC are acting
as financial advisors to Gold Kist and Alston & Bird LLP and
Richards, Layton & Finger are serving as outside legal counsel.
We will file a proxy statement in connection with our 2007 annual
meeting of stockholders. Our stockholders are strongly advised to
read the proxy statement when it becomes available, as it will
contain important information. Stockholders will be able to obtain
the proxy statement, any amendments or supplements to the proxy
statement and other documents filed by the Company with the
Securities and Exchange Commission for free at the Internet website
maintained by the Securities and Exchange Commission at
www.sec.gov. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free
at the Company's Internet website at www.goldkist.com or by writing
to Gold Kist Inc., Attn: Investor Relations, 244 Perimeter Center
Parkway, N.E., Atlanta, Georgia 30346. In addition, copies of the
proxy materials may be requested by contacting our proxy solicitor,
MacKenzie Partners, Inc. at (800) 322 2885 toll-free or by email at
proxy@mackenziepartners.com. Detailed information regarding the
names, affiliations and interests of individuals who may be deemed
participants in the solicitation of proxies of Gold Kist Inc.
stockholders is available on Schedule 14A filed with the Securities
and Exchange Commission on August 21, 2006. About Gold Kist Gold
Kist is the third largest chicken company in the United States,
accounting for more than nine percent of chicken produced in the
United States in 2005. Gold Kist operates a fully-integrated
chicken production business that includes live production,
processing, marketing and distribution. Gold Kist's operations
include nine divisions located in Alabama, Florida, Georgia, North
Carolina and South Carolina. For more information, visit the
company's Web site at http://www.goldkist.com.
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