Gold Kist Reiterates to Stockholders Not to Tender Shares at $20
29 November 2006 - 8:29AM
Business Wire
Gold Kist Inc. (NASDAQ: GKIS) today strongly recommended that
stockholders not tender into Pilgrim�s Pride Corporation�s (NYSE:
PPC) unsolicited tender offer and issued the following statement:
�We firmly believe that Pilgrim�s $20-a-share offer does not
reflect the full strategic value of Gold Kist and is not in the
best interest of our stockholders. As we have said consistently,
our Board of Directors is committed to maximizing stockholder
value, and we are willing to pursue a transaction with Pilgrim�s or
any other strategic alternative that is in the best interest of our
stockholders. We are grateful for the continued support of our
stockholders and we remain committed to maximizing the Company�s
value on their behalf.� Merrill Lynch & Co. and Gleacher
Partners LLC are serving as financial advisors to Gold Kist. Alston
& Bird LLP and Richards, Layton & Finger P.A. are serving
as outside legal counsel to Gold Kist. Forward Looking Statements
This press release contains �forward-looking statements,� as
defined in the federal securities laws, regarding Gold Kist�s
beliefs, anticipations, expectations or predictions of the future,
including statements relating to market conditions, the Company�s
ability to take advantage of growth opportunities and benefits
associated with investments made pursuant to the Company�s
long-term strategic plan and potential strategic alternatives.
These forward-looking statements involve a number of risks and
uncertainties. Among the important factors that could cause actual
results to differ materially from those indicated in such
forward-looking statements include market conditions for finished
and value-added products including competitive factors and the
supply and pricing of alternative meat proteins; effectiveness of
our sales and marketing programs; disease outbreaks affecting
broiler production, demand and/or marketability of our products;
uncertainties relating to fluctuations in the cost and availability
of raw materials, such as feed ingredients; risks associated with
effectively executing risk management activities; changes in the
availability and relative costs of labor and contract growers;
effectiveness of our capital expenditures and other cost-savings
measures; contamination of products, which can lead to product
liability and product recalls; access to foreign markets together
with foreign economic conditions; acquisition activities and the
effect of completed acquisitions; pending or future litigation; the
ability to obtain additional financing or make payments on our
debt; regulatory developments, industry conditions and market
conditions; and general economic conditions; as well as other risks
described under �Risk Factors� in our Annual Report on Form 10-K
for the fiscal year ended October 1, 2005, and subsequently filed
Quarterly Reports on Form 10-Q. Gold Kist undertakes no obligation
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
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. 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 Gold
Kist�s 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. Gold Kist
Inc. (NASDAQ: GKIS) today strongly recommended that stockholders
not tender into Pilgrim's Pride Corporation's (NYSE: PPC)
unsolicited tender offer and issued the following statement: "We
firmly believe that Pilgrim's $20-a-share offer does not reflect
the full strategic value of Gold Kist and is not in the best
interest of our stockholders. As we have said consistently, our
Board of Directors is committed to maximizing stockholder value,
and we are willing to pursue a transaction with Pilgrim's or any
other strategic alternative that is in the best interest of our
stockholders. We are grateful for the continued support of our
stockholders and we remain committed to maximizing the Company's
value on their behalf." Merrill Lynch & Co. and Gleacher
Partners LLC are serving as financial advisors to Gold Kist. Alston
& Bird LLP and Richards, Layton & Finger P.A. are serving
as outside legal counsel to Gold Kist. Forward Looking Statements
This press release contains "forward-looking statements," as
defined in the federal securities laws, regarding Gold Kist's
beliefs, anticipations, expectations or predictions of the future,
including statements relating to market conditions, the Company's
ability to take advantage of growth opportunities and benefits
associated with investments made pursuant to the Company's
long-term strategic plan and potential strategic alternatives.
These forward-looking statements involve a number of risks and
uncertainties. Among the important factors that could cause actual
results to differ materially from those indicated in such
forward-looking statements include market conditions for finished
and value-added products including competitive factors and the
supply and pricing of alternative meat proteins; effectiveness of
our sales and marketing programs; disease outbreaks affecting
broiler production, demand and/or marketability of our products;
uncertainties relating to fluctuations in the cost and availability
of raw materials, such as feed ingredients; risks associated with
effectively executing risk management activities; changes in the
availability and relative costs of labor and contract growers;
effectiveness of our capital expenditures and other cost-savings
measures; contamination of products, which can lead to product
liability and product recalls; access to foreign markets together
with foreign economic conditions; acquisition activities and the
effect of completed acquisitions; pending or future litigation; the
ability to obtain additional financing or make payments on our
debt; regulatory developments, industry conditions and market
conditions; and general economic conditions; as well as other risks
described under "Risk Factors" in our Annual Report on Form 10-K
for the fiscal year ended October 1, 2005, and subsequently filed
Quarterly Reports on Form 10-Q. Gold Kist undertakes no obligation
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
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. 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 Gold
Kist's 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.
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