Smithfield Foods and Premium Standard Farms Certify Substantial Compliance with Second Request; Enter Timing Agreement with Anti
06 February 2007 - 9:25AM
PR Newswire (US)
SMITHFIELD, Va., Feb. 5 /PRNewswire-FirstCall/ -- Smithfield Foods,
Inc. (NYSE:SFD) and Premium Standard Farms, Inc. (NASDAQ:PORK)
today announced that each has certified substantial compliance with
the Antitrust Division of the U.S. Department of Justice (the
"Antitrust Division") in response to its Request for Additional
Information ("Second Request") relating to Smithfield's pending
acquisition of PSF. While Smithfield and PSF remain hopeful that
the Antitrust Division will complete its review in a time frame
that will permit the PSF acquisition to close in the first calendar
quarter of 2007, the parties have agreed to give the Antitrust
Division 60 days from substantial compliance to review the
transaction and an additional 30 days thereafter for review should
the Antitrust Division deem necessary. As previously announced, the
special meeting of PSF's stockholders called to vote on the merger
is scheduled for February 23, 2007, at 10:00 am in Kansas City,
Missouri. About Smithfield Foods, Inc. Smithfield has delivered a
24 percent average annual compounded rate of return to investors
since 1975. With sales of $11 billion, Smithfield is the leading
processor and marketer of fresh pork and processed meats in the
United States, as well as the largest producer of hogs. For more
information, visit http://www.smithfieldfoods.com/. About Premium
Standard Farms, Inc. PSF is one of the largest vertically
integrated providers of pork products in the United States,
producing consistent, high quality pork products for the retail,
wholesale, foodservice, export, and further processor markets. PSF
is the nation's second largest pork producer and sixth largest pork
processor, with approximately 4,300 employees working at farms and
processing facilities in Missouri, North Carolina, and Texas. This
filing contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements relating to
anticipated financial and operating results, the companies' plans,
objectives, expectations and intentions and other statements
including words such as "anticipate," "believe," "plan,"
"estimate," "expect," "intend," "will," "should," "may," and other
similar expressions. Such statements are based upon the current
beliefs and expectations of Smithfield's and PSF's management and
involve a number of significant risks and uncertainties. Actual
results may differ materially from the results anticipated in these
forward-looking statements. The following factors, among others,
could cause or contribute to such material differences: the risk
that governmental approvals of the transaction will not be obtained
on the proposed terms and schedule or at all or will only be
obtained following the imposition of adverse conditions; the
failure to obtain stockholder approval; the risks that Smithfield's
and PSF's businesses will not be integrated successfully; the risk
that Smithfield and PSF will not realize estimated cost savings and
synergies; costs relating to the proposed transaction; disruption
from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the
availability and pricing of hogs, feed and other products necessary
to our business; fluctuations in pricing of our products, the
competitive environment and related market conditions; legal risks,
including litigation and legislative and regulatory developments;
possible effects on products and productivity of disease outbreaks;
access to capital; and actions of domestic and foreign governments.
Additional factors that could cause Smithfield's and PSF's results
to differ materially from those described in the forward-looking
statements can be found in the 2006 Annual Report on Form 10-K of
Smithfield and the 2006 Annual Report on Form 10-K of PSF filed
with the Securities and Exchange Commission (the "SEC") and
available at the SEC's Internet site (http://www.sec.gov/). Neither
Smithfield nor PSF undertakes any obligation to update any
forward-looking statements to reflect circumstances or events that
occur after the date on which such statements were made. This
communication is being made in respect of the proposed merger
transaction involving Smithfield, PSF and KC2 Merger Sub, Inc. In
connection with the proposed transaction, Smithfield filed with the
SEC a registration statement on Form S-4 containing a proxy
statement/prospectus for the stockholders of PSF. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION, AS
WELL AS THE OTHER DOCUMENTS REFERRED TO IN THE PROXY
STATEMENT/PROSPECTUS CAREFULLY IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Stockholders may obtain a free copy of the proxy
statement/prospectus, as well as other filings containing
information about Smithfield and PSF, without charge, at the SEC's
Internet site (http://www.sec.gov/). Copies of the proxy
statement/prospectus and the filings with the SEC incorporated by
reference in the proxy statement/prospectus can also be obtained,
without charge, by directing a request to Smithfield Foods, Inc.,
200 Commerce Street, Smithfield, Virginia 23430, Attention:
Investor Relations (212) 758-2100, or to PSF, 805 Pennsylvania
Avenue, Suite 200, Kansas City, Missouri 64105 Attention: Investor
Relations (816) 472-7675. Smithfield, PSF and their respective
directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Smithfield's directors
and executive officers is available in Smithfield's proxy statement
for its 2006 annual meeting of stockholders and Smithfield's 2006
Annual Report on Form 10-K, which were filed with the SEC on July
31, 2006 and June 30, 2006, respectively, and information regarding
PSF's directors and executive officers is available in PSF's proxy
statement for its 2006 annual meeting of stockholders and PSF's
2006 Annual Report on Form 10-K, which were filed with the SEC on
July 21, 2006 and May 31, 2006, respectively. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the preliminary proxy
statement/prospectus filed with the SEC. Contacts: For Smithfield
Foods: For Premium Standard Farms: Jerry Hostetter Steve Lightstone
Smithfield Foods, Inc. Premium Standard Farms, Inc. (212) 758-2100
(816) 472-7675 Media: Adam Weiner Kekst and Company (212) 521-4800
DATASOURCE: Smithfield Foods, Inc. CONTACT: Jerry Hostetter of
Smithfield Foods, Inc., +1-212-758-2100, ; or Steve Lightstone of
Premium Standard Farms, Inc., +1-816-472-7675; or Media: Adam
Weiner of Kekst and Company, +1-212-521-4800 Web site:
http://www.smithfieldfoods.com/
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