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Published on 1/8/2007 in the Prospect News Special Situations Daily.

Pilgrim's Pride gets more than 90% of Gold Kist's shares

By Lisa Kerner

Charlotte, N.C., Jan. 8 - Pilgrim's Pride Corp. said it completed the tender offer period to acquire all of the outstanding shares of Gold Kist Inc. common stock for $21.00 per share in cash.

More than 47 million shares, or 92% of Gold Kist outstanding common stock, have been tendered through Jan. 5, according to a news release.

The two companies entered into a definitive merger agreement on Dec. 3. Boards of both companies have approved the transaction that has a total equity value of about $1.1 billion, in addition to the assumption or refinancing of $144 million of Gold Kist's debt.

Pilgrim's Pride plans to acquire the remaining Gold Kist shares through a merger of the acquisition vehicle, Protein Acquisition Corp.

Gold Kist will be a wholly owned subsidiary of Pilgrim's Pride once the merger is completed.

Pilgrim's pride had previously announced a completed debt tender offer to purchase Gold Kist's outstanding 10¼% senior notes due March 15, 2014.

Located in Pittsburg, Texas, Pilgrim's Pride is the largest chicken producer in the United States and Puerto Rico.

Gold Kist is a poultry processor based in Atlanta.


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