Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed in the Current Report on Form 8-K filed
by AdvancePierre with the SEC, AdvancePierre entered into an Agreement and Plan of Merger (the “
Merger Agreement
”),
dated as of April 25, 2017, with Tyson Foods, Inc., a Delaware corporation (“
Tyson
”), and DVB Merger Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of Tyson (“
Merger Sub
”). Pursuant to the Merger Agreement,
on May 9, 2017, Merger Sub commenced a tender offer to purchase any and all of the outstanding shares of common stock, par value
$0.01 per share, of AdvancePierre (the “
Shares
”), at a price of $40.25 per Share (the “
Offer Price
”),
net to the seller in cash, without interest, subject to any required withholding of taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 9, 2017 (as amended or supplemented from time to time, the “
Offer to Purchase
”),
and in the related Letter of Transmittal (as amended or supplemented from time to time, the “
Letter of Transmittal
,”
and together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time,
the “
Offer
”), filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Tender Offer Statement
on Schedule TO originally filed with the SEC by Tyson and Merger Sub on May 9, 2017 (as amended or supplemented from time to time,
the “
Schedule TO
”).
The Offer expired at 12:00 midnight, New York City time,
at the end of the day on June 6, 2017. American Stock Transfer & Trust Company LLC, in its capacity as depositary and
paying agent for the Offer (the “
Depositary
”), has advised Tyson and Merger Sub that a total of
68,648,055 Shares were validly tendered and not validly withdrawn (excluding, for the avoidance of doubt, Shares presented
pursuant to guaranteed delivery procedures provided by Tyson, but which have not yet been validly tendered in satisfaction of
such guarantee and in accordance with such procedures) pursuant to the Offer as of the Expiration Date,
representing approximately 87.27% of the outstanding
Shares. In addition, notices of guaranteed delivery have been delivered for 1,890,809 Shares, representing
approximately 2.40% of the outstanding Shares. All conditions to the Offer having been satisfied or waived, on June 7,
2017, Merger Sub accepted for payment all Shares validly tendered and not validly withdrawn prior to the Expiration Date (as
defined in the Offer), and payment of the Offer Price for such Shares will be made by the Depositary in accordance with the
terms of the Merger Agreement.
On June 7, 2017 (the “
Closing Date
”), pursuant
to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “
DGCL
”),
Merger Sub merged with and into AdvancePierre, with AdvancePierre continuing as the surviving corporation (the “Surviving
Corporation”) (the “
Merger
”). Upon completion of the Merger, AdvancePierre became a wholly owned subsidiary
of Tyson.
Pursuant to the Merger Agreement, at the effective time of the
Merger (the “
Effective Time
”), any Shares not purchased pursuant 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 “
Merger
Consideration
”).
Any option (or portion thereof) to acquire Shares that was granted
or issued pursuant to any Employee Plan (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective
Time (collectively, the “
Company Stock Options
”) was canceled and converted into the right to receive an amount
in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such
canceled Company Stock Option by (ii) the number of Shares subject to such Company Stock Option immediately prior to the Effective
Time, without interest and subject to any applicable withholding of taxes. In addition, any restricted stock unit granted or issued
pursuant to any Employee Plan that was outstanding immediately prior to the Effective Time (collectively, the “
Company
RSUs
”) was canceled and converted into the right to receive solely an amount in cash equal to the product of (i) the
Merger Consideration and (ii) the total number of Shares subject to such Company RSU, without interest and subject to any applicable
withholding of taxes. In addition, any restricted Share granted or issued pursuant to any Employee Plan that was outstanding immediately
prior to the Effective Time was converted into the right to receive solely an amount in cash equal to the Merger Consideration,
without interest and subject to any applicable withholding of taxes.
The aggregate consideration for the transaction, net of AdvancePierre’s
cash and cash equivalents, was approximately $4.2 billion.
The foregoing summary description of the Merger Agreement does
not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which was filed
as Exhibit 2.1 to the Current Report on Form 8-K filed by AdvancePierre with the SEC on April 25, 2017 and is incorporated by reference
herein.