December 8, 2006 Dear Gold Kist Producers:Merger Agreement • December 8th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing
As I informed you in my last letter, Gold Kist and Pilgrim’s Pride Corporation have entered into a definitive merger agreement to create the largest chicken company in the United States. It is anticipated that this transaction will close at the end of December, and Pilgrim’s Pride will acquire all the outstanding shares of Gold Kist common stock for $21 a share.
Global Markets & Investment BankingAgreement and Plan of Merger • December 8th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing
Gold Kist Inc. (the “Company”), Pilgrim’s Pride Corporation (the “Acquiror”), and Protein Acquisition Corporation, a wholly-owned subsidiary of the Acquiror (the “Acquisition Sub”), propose to enter into an Agreement and Plan of Merger dated December 3, 2006 (the “Agreement”) pursuant to which (i) the Acquiror and the Acquisition Sub have agreed to amend their tender offer (the “Tender Offer”) for all outstanding shares of the Company’s common stock, par value $.01 per share, of the Company (the “Company Shares”) to increase the consideration offered to $21.00 per share, net to the seller in cash (the “Consideration”), and (ii) Acquisition Sub would be merged with the Company in a merger (the “Merger”), in which each Company Share not acquired in the Tender Offer, other than Company Shares held in treasury or held by the Acquiror or any affiliate of the Acquiror or as to which dissenter’s rights have been perfected, would be converted into the right to receive the Consideration. The Te
December 3, 2006 Board of Directors Gold Kist Inc. Atlanta, GA 30346 Ladies and Gentlemen:Agreement and Plan of Merger • December 8th, 2006 • Gold Kist Inc. • Poultry slaughtering and processing
We understand that Gold Kist Inc. (“Gold Kist” or the “Company”) and Pilgrim’s Pride Corporation (“Pilgrim’s Pride”), propose to enter into an Agreement and Plan of Merger, dated as of December 3, 2006 (the “Agreement”), which provides, among other things, for the acquisition by Pilgrim’s Pride by means of a tender offer and subsequent merger, of all the issued and outstanding shares of Gold Kist common stock, par value $0.01 per share, including the associated Series A Junior Participating Preferred Stock Purchase rights (collectively, the “Common Stock” and such transaction, the “Transaction”). Pursuant to the Transaction, Pilgrim’s Pride is offering to purchase each issued and outstanding share of Gold Kist Common Stock for $21.00 per share in cash (the “Consideration”). The terms and conditions of the Transaction are more fully set forth in the Agreement.
