010401 Tyson Foods Asks Judge to Void Deal

Fayetteville, AR - Tyson Foods Inc., which announced last week it was pulling out of its deal to buy meatpacker IBP Inc., has asked a judge to void the purchase agreement.

In its suit in Washington County Chancery Court, Tyson claims IBP released misleading figures about its value as part of a plan to ``lure Tyson into vastly overpaying for IBP's common stock.''

IBP, based at Dakota Dunes, SD, filed a suit of its own, asking a chancery court judge in New Castle County, Del., to force Tyson to go through with the deal.

Tyson's suit was filed the same day the company announced it was backing out of the transaction.

The agreement called for Tyson to buy shares of IBP stock for $30 per share. Under that plan, Tyson was to spend $3.2 billion for 50.1% of IBP and assume $1.5 billion of that company's debts.

Tyson hinted that it hoped to settle the matter before it goes to trial.

``We hope to resolve these matters outside litigation in an expeditious and businesslike manner,'' the company said. ``However, our duties dictate that we preserve Tyson's rights and protect the interests of our shareholders.''

As evidence of IBP's misleading representation of its true value, Tyson's suit cited the results of an investigation by the U.S. Securities and Exchange Commission into IBP's financial reports.

A resubmitted earnings report for the quarter ended December 31 resulted in a $60.4 million charge against earnings, Tyson said, resulting in an IBP loss of $6.25 million for the quarter.

Such information was hidden from it by IBP in an attempt to get the poultry producer to follow through with the merger plans, the Tyson suit claimed.

Tyson asked the Washington County court to be released from its agreement because IBP provided information about its financial condition ``that was materially false and misleading.''

The poultry company also asked the court to order IBP to reimburse Tyson for costs and expenses incurred in negotiating the merger agreement.

IBP chairman and chief executive Robert L. Peterson said Tyson's actions in backing out of the agreement were ``completely unjustified by anything that has transpired.''

``We can only speculate that this is a classic case of 'buyer's remorse,' because there is clearly no basis for Tyson's claim that it was fraudulently induced and does not have to proceed with this transaction,'' Peterson said.

A combination of Tyson and IBP would have created a company with 30% of the beef market, 33% of the chicken market and 18% of the pork market.

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