Item 2.01. Completion of Acquisition or Disposition
of Assets.
As previously disclosed, on April 25, 2017,
Tyson Foods, Inc., a Delaware corporation (“
Tyson
”), and DVB Merger Sub, Inc., a Delaware corporation and wholly
owned subsidiary of Tyson (“
Merger Sub
”), entered into an Agreement and Plan of Merger (the “
Merger
Agreement
”) with AdvancePierre Foods Holdings, Inc. (“
AdvancePierre
”), pursuant to which, among other
things, Merger Sub would merge with and into AdvancePierre (the “
Merger
”), with AdvancePierre surviving the
Merger as a wholly owned subsidiary of Tyson. In accordance with the terms of the Merger Agreement, on June 7, 2017, the Merger
was completed.
Pursuant to the Merger Agreement, and upon
the terms and subject to the conditions described therein, Tyson caused Merger Sub to commence a cash tender offer (the “
Offer
”)
on May 9, 2017 to acquire all of AdvancePierre’s outstanding shares of common stock, par value $0.01 per share (the “
Shares
”),
for $40.25 per share, net to the seller in cash, without interest, subject to any required withholding of taxes (the “
Offer
Price
”) and subject to the conditions set forth in the Offer to Purchase, dated May 9, 2017, and in the related Letter
of Transmittal, filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO dated
May 9, 2017 (as amended or supplemented from time to time, the “
Schedule TO
”) filed by Merger Sub and Tyson.
On June 7, 2017, Tyson and
AdvancePierre announced the completion of the Offer. The Offer expired at 12:00 midnight, New York City time, at the end of
the day on Tuesday, June 6, 2017. According to American Stock Transfer & Trust Company LLC, the depositary for the Offer,
68,648,055 Shares were validly tendered and not validly withdrawn (not including 1,890,809 Shares tendered pursuant to
notices of guaranteed delivery), which represented approximately 87.27% of the outstanding Shares. Merger Sub has
accepted for payment, and has paid for, all Shares that were validly tendered and not validly withdrawn in accordance with
the terms of the Offer.
The number of Shares tendered satisfied the
condition to the Offer that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a number of
Shares (excluding Shares tendered by notice of guarantee delivery) which, together with the Shares already owned by Tyson and any
of its direct or indirect wholly owned subsidiaries (including Merger Sub), represents at least a majority of the Shares then outstanding
on a fully-diluted basis as of the expiration of the Offer. All conditions to the Offer having been satisfied or waived, Tyson
and Merger Sub accepted for payment, and have paid for or will promptly pay for, all Shares validly tendered into and not validly
withdrawn from the Offer.
Following the consummation of the Offer,
the remaining conditions to the Merger set forth in the Merger Agreement were satisfied or waived, and on Wednesday,
June 7, 2017, Merger Sub completed the acquisition of AdvancePierre by consummating the Merger pursuant to the terms of the Merger
Agreement and in accordance with the Delaware General Corporation Law (the “
DGCL
”). At the effective time of
the Merger, 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 aggregate consideration required to acquire
all outstanding Shares pursuant to the Offer and the Merger is approximately $4.2 billion. Tyson obtained the funds necessary to
fund the acquisition through (i) proceeds from the Term Loan Facility dated May 12, 2017 among Tyson, as borrower, the lenders
party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, on the terms and conditions previously disclosed
in the Schedule TO, (ii) proceeds from concurrent offerings of four series of senior notes due 2019, 2020, 2027 and 2047 on the
terms and conditions previously disclosed in the Prospectus Supplement on Form 424B5 filed by Tyson on May 24, 2017 and (iii) cash
on hand.
The foregoing is a general description of
the Offer, the Merger, the Merger Agreement and the Schedule TO; it does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Tyson on April
28, 2017, and which is incorporated herein by reference.