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Pilgrim's Pride Commences Cash Tender Offer for Gold Kist's 10 1/4% Senior Notes Due 2014

by 5m Editor
29 September 2006, at 2:06pm

US - Pilgrim's Pride Corporation (NYSE: PPC) today announced that it has commenced a cash tender offer to purchase all of Gold Kist Inc.'s (Nasdaq: GKIS) outstanding 10 1/4% Senior Notes due March 15, 2014, on the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated September 29, 2006, and the related Consent and Letter of Transmittal.

The tender offer is being conducted in connection with Pilgrim's Pride's equity tender offer to purchase all of the outstanding shares of Gold Kist common stock for $20 per share in cash.

In conjunction with the tender offer, Pilgrim's Pride is also seeking consents to certain proposed amendments to certain provisions of the indenture that governs the Notes. The purpose of the proposed amendments is to eliminate substantially all restrictive covenants, eliminate or modify certain events of default, and eliminate or modify certain other provisions of the indenture.

The tender offer will cover all of the outstanding Notes and will be made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated September 29, 2006. Holders who desire to tender their Notes must consent to the proposed amendments, and holders may not deliver consents without tendering the related Notes. The tender offer is conditioned upon, among other things, (i) the receipt of consents from the holders of a majority in aggregate outstanding principal amount of the Notes, (ii) the execution by the trustee for the Notes, Gold Kist Inc. and its subsidiary guarantors of a supplemental indenture implementing the proposed amendments described in the offer to purchase, (iii) satisfaction of the conditions of the equity tender offer, and (iv) there not being any pending or threatened action, claim or proceeding that would reasonably be likely to prevent the transactions contemplated by the tender offer and consent solicitation or declare such transactions unlawful.

The consent period expires at 5:00 p.m., New York City time, on Friday, October 13, 2006 (the "Consent Date"), unless extended by Pilgrim's Pride. The tender offer expires at midnight, New York City time, on Friday, October 27, 2006 (the "Expiration Date"), unless extended. Pilgrim's Pride reserves the right to extend, amend or terminate the tender offer and consent solicitation at any time. Notes and related consents may be withdrawn up to 5:00 p.m., New York City time, on the Consent Date, but not thereafter. Notes tendered and related consents delivered after 5:00 p.m., New York City time, on the Consent Date may not be withdrawn or revoked.

Holders who validly tender and do not withdraw Notes and deliver consents prior to 5:00 p.m., New York City time, on the Consent Date are eligible to receive the total consideration, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. Holders who validly tender Notes after 5:00 p.m. on the Consent Date, but on or prior to the Expiration Date, will receive the tender consideration, which is the total consideration less the consent payment. In addition, holders who tender and do not withdraw their Notes in the tender offer will receive accrued and unpaid interest from the last interest payment date up to, but not including, the date payment is made for the Notes.

The total consideration for the Notes tendered and accepted for purchase pursuant to the tender offer will be determined as specified in the offer to purchase, on the basis of a yield to the first redemption date for the Notes equal to the sum of (i) the yield (based on the bid side price) of the 2 5/8% U.S. Treasury Security due March 15, 2009, as calculated by Lehman Brothers Inc. in accordance with standard market practice on the price determination date, as described in the offer to purchase, plus (ii) a fixed spread of 50 basis points.

Lehman Brothers Inc. is acting as dealer manager for the tender offer and as solicitation agent for the consent solicitation. Questions about the tender offer or the consent solicitation may be directed to Lehman Brothers Inc. at 1-800-438-3242 (toll free) or 1-212-528-7581 (collect). Requests for copies of the related documents may be directed to Innisfree M&A Incorporated, which has been appointed as the information agent for the tender offer and consent solicitation, at 1-877-687-1874 (toll free), or in writing at 501 Madison Avenue, 20th Floor, New York, New York 10022.

This announcement is not an offer to purchase, or a solicitation of an offer to purchase, or a solicitation of tenders or consents with respect to, any Notes. The tender offer and consent solicitation are being made solely pursuant to the offer to purchase.

ThePoultrySite News Desk

5m Editor