Exhibit 99.1
SWIFT FOODS COMPANY ANNOUNCES PRICING FOR ITS TENDER OFFER FOR
ITS 10.25% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2010
GREELEY, COLO.,
June 21, 2007 – Swift Foods Company (
“SFC”) today announced the determination of
the pricing for its previously announced cash tender offer to purchase any and all of its
outstanding 10.25% Convertible Senior Subordinated Notes due 2010 (the
“Convertible Notes”). The
total consideration to be paid for tendered and accepted Convertible Notes is a price based on the
present value of the redemption price of the Convertible Notes on
March 12, 2009 (the first date on
which the Convertible Notes may be redeemed at the option of SFC) and all scheduled payments of
interest through that date (other than the next scheduled interest payment date), using a discount
rate based on the yield to maturity of the 4.75% U.S. Treasury Note due
February 28, 2009 (the
“Reference Note”), calculated based on the bid price for the Reference Note as of 2:00 p.m., New
York City time, on
June 20, 2007 as displayed on the quotation report obtained from page Px 3 on
Bloomberg Financial Markets, plus accrued and unpaid interest up to, but not including, the
settlement date. The yield on the Reference Note and the tender offer yield was 4.989%.
Accordingly, the total consideration for each $1,000 principal amount of Convertible Notes validly
tendered and not withdrawn prior to the Offer Expiration Date, which is midnight, New York City
time, on
July 5, 2007, unless extended or terminated (the
“Offer Expiration Date”), is $1,131.37.
For purposes of calculating the total consideration, the settlement date is assumed to be
July 5,
2007.
The tender offers and consent solicitations by SFC, Swift & Company (
“S&C”) and S&C Holdco 3, Inc.
(
“S&C Holdco 3” and, together with SFC and S&C, the
“Companies”) are being made upon the terms and
subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement
dated
June 7, 2007 (the
“Original Statement”), as amended and supplemented by the Supplement and
Amendment to Offer to Purchase and Consent Solicitation Statement dated
June 19, 2007 (the
“Supplement” and, together with the Original Statement, the
“Statement”), and the accompanying
Consent and Letter of Transmittal (collectively, the
“Offer Documents”). The Companies are making
the tender offers and consent solicitations in connection with the previously announced acquisition
of SFC by J&F Participações, S.A., a Brazilian corporation (the
“Acquisition”).
The tender offers by each Company will expire on the Offer Expiration Date and the deadline for
holders of the Convertible Notes, the 10-1/8% Senior Notes due 2009 (the
“10-1/8% Senior Notes”),
the
12-1/2% Senior Subordinated Notes due
January 1, 2010 (the
“Subordinated Notes”) and the 11.00%
Senior Subordinated Notes due 2010 (the
“11.00 Senior Notes” and, together with the Convertible
Notes, the 10-1/8% Senior Notes and the 11.00% Senior Notes, the
“Notes”) to tender their Notes
will be the Offer Expiration Date. The right to withdraw tendered Notes and to revoke delivered
consents will terminate upon the execution of the supplemental
indentures for the applicable Notes, which is expected to be promptly following the receipt of the
requisite consents for the applicable
indenture.
The tender offers are conditioned upon, among other things, the consummation of the Acquisition.
Each Company expects to pay for any of its Notes purchased pursuant to its tender offer and consent
solicitation in same-day funds on a date promptly following the satisfaction or waiver of the
conditions to the closing of the Acquisition and the acceptance of such validly tendered and not
withdrawn Notes.
The Companies have retained J.P. Morgan Securities Inc. to act as the Dealer Manager and the
Solicitation Agent in connection with the tender offers and consent solicitations. Questions about
the tender offers and consent solicitations may be directed to J.P. Morgan Securities Inc. at (800)
245-8812 (toll free) or (
212) 270-1477 (collect). Copies of the Offer Documents may be obtained
from D.F. King & Co., Inc., the Information Agent for the tender offers and consent solicitations,
at (
800) 290-6427 (toll free) or (
212) 269-5550 (collect).
The tender offers and consent solicitations are being made solely on the terms and conditions set
forth in the Offer Documents. Under no circumstances shall this
press release constitute an offer
to buy or the solicitation of an offer to sell the Notes or any other securities of any of the
Companies. It also is not a solicitation of consents to the proposed amendments to the
indentures.
No recommendation is made as to whether holders of the Notes should tender their Notes or give
their consents.
About Swift & Company
With nearly $10 billion in annual sales, Swift & Company is the third-largest processor of fresh
beef and pork in the U.S. and the largest beef processor in Australia. Founded in 1855 and
headquartered in Greeley, Colorado, Swift processes, prepares, packages, markets and delivers
fresh, further-processed and value-added beef and pork products to customers in the United States
and international markets. For more information please visit
www.swiftbrands.com.
Information Concerning Forward-Looking Statements
This
press release contains certain statements, projections and forecasts regarding Swift &
Company’s future business plans, financial results, products and performance that constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by the use of such words as
“may,”
“will,” “should,” “expects,” “plans,” “anticipates” and
“believes.” There are a number of risks
and uncertainties that could cause the actual results to differ materially. Some of these risks
and uncertainties include product liability claims and recalls, livestock disease, fluctuating raw
material costs and selling prices, changes in consumer preferences, compliance with environmental
regulations and labor relations, operating in a competitive environment, uncertainties related to
the completion of the Acquisition, including the fulfillment or waiver of conditions to the closing
under the related merger agreement, and other general economic conditions and other risks described
in S&C Holdco 3’s Annual Report on Form 10-K filed with
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