Gold Kist considers buy-out offer

Published 10:24 am Friday, September 1, 2006

Having rejected two recent buy-out bids by Pilgrim’s Pride, the Gold Kist board of directors said it will “carefully examine” a third such offer from its rival. In a statement released to the media Aug. 21, the board nonetheless expressed confidence in the company’s ability to remain independent and expressed displeasure with Pilgrim’s Pride’s decision to publicly announce the takeover bid. The unsolicited offer was made in June. Representatives from both companies met in July, at which point Gold Kist said it would continue negotiations on condition of confidentiality. Pilgrim’s Pride went public with its offer on August 18. The Gold Kist board said it was “surprised and disappointed” by the announcement.

This is Pilgrim’s Pride’s third attempt since February to take control of Gold Kist. The proposal calls for Pilgrim’s Pride to buy all outstanding Gold Kist common stock for $20 a share, about 57% over the closing price of $12.93 on Aug. 18, the date Pilgrim’s Pride announced its proposal. Pilgrim’s Pride would also assume Gold Kist’s debt of $144 million. The transaction is valued at about $1 billion.

In its statement the Gold Kist board said it remains confident in the company’s long-term viability. The board said it “strongly believes in the company’s ability to successfully execute [its] … strategic plan to provide significant value to our stockholders.”

However, the board said it has created a committee to study Pilgrim’s Pride’s proposal. The board will report on the matter at the 2007 stockholders’ meeting.

The chicken market is emerging from a decade-long slump. Recent fears of bird flu had further depressed the market, but the industry seems to be rebounding, say market analysts.

Pilgrim’s Pride is the nation’s second largest chicken producer. Gold Kist is the third. Pilgrim’s Pride’s hopes to gain ground on industry leader Tyson Foods, which controls 24 percent of the national market. Pilgrim’s Pride has 16 percent and Gold Kist, nine percent.

“We believe the combination of Pilgrim’s Pride and Gold Kist will create the world’s leading chicken producer and result in substantial value creation for our respective shareholders, employees, business partners and other constituencies,” said O.B. Goolsby, president and CEO of Pilgrim’s Pride.

The Gold Kist plant in Live Oak employs about 1,600 workers. In addition, numerous growers in North Florida and South Georgia produce chickens for the company.

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