Tyson Foods Agrees to Purchase AdvancePierre Foods for $40.25 Per Share in Cash

Tyson Foods' strategic acquisition broadens its portfolio of ready-to-eat foods and protein-rich brands, contributing to sustainable, long-term growth. The transaction is expected to immediately increase Tyson Foods' earnings per share, with a further enhancement over time due to a targeted $200 million in cost synergies. On April 25, 2017, Tyson Foods, Inc. and AdvancePierre Foods Holdings, Inc. announced a definitive merger agreement. A subsidiary of Tyson will initiate a tender offer to acquire all of AdvancePierre’s outstanding common shares for $40.25 per share in cash. This strategic transaction offers a unique opportunity to create value by merging highly complementary market-leading portfolios. The total value of the transaction, approved by the Boards of Directors of both companies, is approximately $4.2 billion, including $3.2 billion in equity value and $1.1 billion in assumption of AdvancePierre debt. The offer price represents a 31.8 percent premium to AdvancePierre’s closing price on April 5, 2017, and a 41.6 percent premium to the company’s 60-day volume-weighted average trading price ending on April 5, 2017. Funds affiliated with Oaktree Capital Management, L.P., which own approximately 42 percent of the outstanding shares of AdvancePierre common stock, have entered into a tender and support agreement. These funds have agreed to tender their AdvancePierre shares pursuant to the tender offer. Tyson President and CEO Tom Hayes expressed his pleasure at the combination with AdvancePierre. He praised the AdvancePierre leadership team for creating significant value through the implementation of a new business management model, focus on quality and service, and attention to the growth opportunities in convenience foods. He believes that AdvancePierre and Tyson are a natural strategic fit and together will accelerate growth for customers by delivering on-trend, high-quality products consumers love. AdvancePierre President and CEO Christopher D. Sliva also expressed his delight at joining Tyson. He believes that by combining their complementary, market-leading portfolios, both companies will realize greater opportunities. This combination will allow AdvancePierre to accelerate its growth and broaden its distribution network by leveraging Tyson’s existing distribution infrastructure and go-to-market capabilities. The transaction is not subject to a financing condition. Tyson has secured committed bridge financing from Morgan Stanley Senior Funding, Inc. to complete the transaction and retire AdvancePierre’s debt. The tender offer will be subject to customary conditions, including the tender of a majority of the outstanding AdvancePierre shares pursuant to the offer and receipt of required regulatory approvals. The transaction is expected to close in the third quarter of Tyson’s fiscal 2017. Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Tyson and Davis Polk & Wardwell LLP is serving as Tyson’s legal advisor. Credit Suisse Securities (USA) LLC and Moelis & Company LLC are serving as financial advisors to AdvancePierre and Skadden, Arps, Slate, Meagher & Flom LLP is serving as AdvancePierre’s legal advisor. Latham & Watkins LLP is serving as Oaktree’s legal advisor. Tyson Foods will host a conference call today, April 25, at 8:30 a.m. Eastern Time. Participants are encouraged to pre-register for the conference call using the following link: http://dpregister.com/10106157. Callers who pre-register will be given a conference passcode and unique PIN to gain immediate access to the call and bypass the operator. Participants may pre-register at any time, up to and including after the call has started. Those without internet access or who are unable to pre-register may dial in by calling: U.S. Toll Free: 1-844-890-1795 International Toll: 1-412-717-9589 To listen to the live webcast or an archived replay and view accompanying slides, go to the company’s investor website at http://ir.tyson.com. The webcast also can be accessed by using the direct link http://event.on24.com/wcc/r/1415215/1709C4519FD67506338F79562BBDF3EF. A telephone replay will be available until May 25 at: U.S. Toll Free: 1-877-344-7529 International Toll: 1-412-317-0088 Canada Toll Free: 855-669-9658 Replay Access Code: 10106157 The live webcast and audio replay also will be available on the company’s investor relations app. To download the free app, which offers access to SEC filings, news releases, transcripts, webcasts and presentations, please visit the App Store for iPhone and iPad or Google Play for Android mobile devices. This communication contains forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and