IIG Management, Inc.
3350 Riverwood Parkway, 18th Floor, Atlanta, GA 30339
PH: 770.544.0877/ FAX: 770.544.0311 / [email protected]
May 30
Via certified mail 7006 3450 0001 1538 2959
Mr. Clint Rivers, CEO
Pilgrim's Pride Corporation
4845 US Hwy. 271 North
Pittsburg, Texas 75686-0093
Re: Memorandum
Dear Mr. Rivers,
Enclosed herewith is a memorandum that we are going to publish.
We are sending this to you for your comments.
If we do not hear from you by 5:00 P.M. Monday, we will publish this nationally without your comments. We are simultaneously sending a copy of this to your board of directors. You are a public company with a fiduciary responsibility to your stockholders.
Sincerely yours,
Jerome Hoffman
Cc: All members of Board of Directors (via e-mail only)
IIG Management, Inc., a private equity fund, has multiple businesses including a food export business.in order to facilitate this food export business, the Company looks to acquire food processing facilities to produce food for export. When the Company learned that Pilgrims Pride had announced that it was closing its Siler City, North Carolina facility, including the hatchery and feed mill, at the end of May Jerome Hoffman, the Companys President, contacted Clint Rivers, the CEO of Pilgrims Pride. Mr. Hoffman expressed the Companys desire to acquire the facilities, subject to the usual and customary due diligence. Mr. Rivers advised that the plant was for sale only if all products would be exported, with no products being sold in the United States. Based upon IIGs assurances that it would export all products produced at the plant, Mr. Rivers represented that he would do everything possible to keep the plant open in order to retain the one thousand jobs at the Siler City plant. Mr. Rivers also acknowledged that closing the plant would have a disastrous effect on the community. The Company made arrangements for one of its executives and an expert consultant in the poultry industry to visit the facilities to conduct a preliminary review in order to determine whether the facilities were suitable to meet the Companys business expectations. These gentlemen toured the facilities on April 14, and, based on that visit, IIG decided to continue with its pursuit of the facilities acquisition.
After this preliminary visit, Mr. Hoffman contacted Mr. Rivers to discuss the acquisition. Those discussions included: (1) scheduling a follow up visit to the facilities by Mr. Hoffman; (2) preliminary discussions of a purchase price, which Mr. Rivers said would be $15,000, 000, plus inventory; (3) the intent and promise of the Company to sell all of the product oversees thereby not competing with Pilgrims Pride in the United States; and (4), Mr. Rivers advising IIG that the Company would also be responsible for paying the chicken growers $140,000 per week for an indefinite period of time to which Pilgrims Pride had already committed.
The company scheduled a second visit to the facilities for April 25th and 26th.in the interim, the Company retained Robert Turley, the former President of Perdue Farms, as a consultant to oversee the project. The Company also held numerous meetings and conferences with other industry experts, as discussed below, in an effort to be as thorough and knowledgeable as possible in reviewing the acquisition of these facilities.
On April 25th and 26th, Mr. Hoffman and Robert Turley toured the plant. Representatives from Meyn Manufacturing and Stork Manufacturing, the two major poultry equipment manufacturers, also toured the plant at the Companys request in order to provide proposals for new equipment to retrofit the chicken processing plant. After the tour, Mr. Hoffman met with Charles Turner, the Mayor of Siler City, Joel Brower, the Town Manager, and other local officials, including Tommy Emerson, former city commissioner, to discuss the Companys intent to proceed with its acquisition endeavors, with the hope of saving the one thousand jobs of the plant, in addition to helping all of the chicken growers. Mr. Emerson stated that if the plant closed, it would have a horrific impact on the community.
The Company became aware that the plant had significant U.S.D.A. Compliance issues, which would prevent it from continued operation without significant work and expense. The Company understood that the closing date of the plant coincided with a deadline that the U.S.D.A. Had imposed to bring the plant in compliance with its regulations. After the second facility tour, Mr. Hoffman contacted Mr. Rivers to reiterate the Companys interest in acquiring the plant and to express his concerns about the work needed to bring the plant into compliance with U.S.D.A. Regulations. Mr. Hoffman asked Mr. Rivers to permit an engineering consultant to tour the plant in order to outline the work needed to allow the plant to reopen, including all associated costs. Mr. Rivers reluctantly granted Mr. Hoffmans request, but reiterated that Pilgrims Prides asking price was.
The following summarizes the Companys activities in an effort to make a meaningful, good faith offer to Pilgrims Pride:
1. Engaged Mr. Buddy Miller, an engineer with GPS Consulting, to examine the processing plant and recommend what would be needed to bring the plant up to U.S.D. A standards; his assessment, at a cost to the Company of almost $6,000, determined that that the plant would need approximately $9,713, 000 in renovations to bring the plant into compliance with U.S.D.A. Regulations;
2. Held numerous meetings with Meyn Manufacturing Company, a poultry equipment manufacturer, in order to determine the cost of new equipment to retrofit the plant to accommodate the Companys proposed business plan; Meyn determined that the cost of this new equipment for the processing plant would be a minimum of $10,000, 000;
3. Held meetings for three days with Gordon Butland, a world renowned poultry expert, to discuss whether the facility could cost-effectively produce the product that the Company wanted to export; the results of these meetings confirmed the feasibility of the business plan. Mr. Gordon made a special trip from Thailand to the United States for this meeting;
4. Met with AgriStat to discuss the facilitys costs and efficiencies;
5. Met with Agri First Farm Credit Bank to discuss financing options;
6. Met with Purebreeds Harris Wright, a chicken species expert, to better understand which breed of chicken would be best suited to meet the Companys business plan;
7. Consulted with Dr. Paul Aho, poultry economist, to discuss the facilitys viability and its ability to fulfill the Companys business plan, which he confirmed;
8. Held meetings or telephone conferences with at least ten other individuals or companies to obtain information or advice in order to proceed with an acquisition of the plant.
Conclusion
All of the above took place over a three week period because the Company acted at Clint Riverss urgency, presumably in accordance with the announced date of the plants closing. After the Company took all of the actions as outlined above, on May 19th, the Company sent Mr. Rivers an electronic communication that the Company was prepared to send to Pilgrims Pride an Asset Purchase Agreement with regard to its proposed purchase of Pilgrims Pride Siler City, North Carolina chicken processing facility, in addition to disclosure of the names of its investors, provided that Pilgrims Pride sign a confidentiality agreement, which is standard and customary, with no unusual or unreasonable requirements in it. The Company received no response whatsoever from Pilgrims Pride for several days. Finally, at close of business on Friday, May 23rd, Pilgrims Pride advised the Company via e-mail that, Pilgrims Pride would not be interested in even considering an offer from IIG and that Pilgrims Pride does not wish to pursue any further discussions with IIG.
It is IIGs belief that Pilgrims never wanted to sell the plant, but had every intention to close the plant for the following reasons:
1.By closing the Siler City plant and other plants, Pilgrims Pride would reduce the amount of chicken on the market to increase the retail price of chicken;
2. Pilgrims was very concerned about its PR and its relationship with the community. Pilgrims Prides course of conduct was nothing more than a charade for the community.
3. IIG took out a full page ad in the local newspaper, in which it advised the public of its intention to proceed with the plants acquisition.
4. City Manager Joel Brower informed IIG that the plant was one of the biggest consumers of water in the county and, that if Pilgrims Pride closed the chicken plant, the average citizens water bill would double. Additionally, the city is already in the process of building a new reservoir to accommodate the water demands that Pilgrims Pride had made previously.
IIG acted in good faith in pursuing an acquisition of the Pilgrims Pride Siler City facilities. The Company spent much time, energy, and money, acting under the belief that the facilities were for sale, at the encouragement of Clint Rivers.in retrospect, it appears that Pilgrims Pride never had any intention to sell the plant yet it encouraged the Company to continue to spend time and money without revealing Pilgrims Prides hidden agenda.
Meyn Engineering wrote a letter to the Mayor of Siler City, in which it advised that if IIG purchased the plant and completed its retrofit at a cost of $50 million, this would be one of the most modern chicken processing facilities in the world, an investment that IIG was prepared to make with its partners.
An Answer To Sam Spiess Article In The Raleigh News And Observer
May 16
Thirty-eight years ago, as a young man, I pled guilty to one count of mail fraud with the United States government. At that time, I was living overseas, but I voluntarily returned to this country for arraignment, after which the federal judge in Manhattan allowed me to return to Europe. I then returned to the United States for sentencing and served my time in a camp and received the earliest parole after a few months. This is for the record.
Twenty-eight years ago, our company had 12,000 acres under contract to build an aluminum smelter in Wrightsville Beach, North Carolina. This was the first aluminum smelter that was to be built in 50 years in this country. Klockner Steel and various aluminum fabricators were our partners. EDC of Canada wrote a bank commitment for $400 million to build the plant. We presented the commitment to the authorities in North Carolina. The very next day, the Raleigh News and Observer commenced to write expos after expos. This resulting pandemonium made it impossible for our engineering team to work in North Carolina. The paper even went so far as to challenge the company to go build the plant after the all the negative press in the paper. After we decided to go forward, yet another barrage of negative stories came out. As a result of the negative press, the plant did not go forward. There has not been built an aluminum plant built in the United States in over 60 years. What a tragedy that the Raleigh News and Observer was the hatchet man for the big aluminum companies.
International Food Export Partners, Inc. Has developed a plan where over 300 million pounds of chicken could be exported to the Arabian Gulf. This information is available on our website. The expertise of the people in Chatham County are surpassed by none. The plant is in terrible shape and we understand that the U.S.D.A. Advised that it would close the plant in the last week of May if the problems at the plant were not corrected. Meyn Engineering, who is working with us, has written a letter to the mayor of Siler City, Upon completion of the project, the Siler City plant will be among the most state-of-the-art poultry processing facilities in the country.
We believe that it is important for the people of Chatham County to know this information. We welcome your comments, which can be placed on a website specially created for this forum: www.iigmanagementinc.com/silercity.
We are not guaranteeing that there will be a plant in siler city. What we are telling you is that everything is very positive, there is a market abroad, and that we are prepared to take it to the next step, which is a due diligence period. If this is positive, we will make every effort to proceed. We have notified pilgrims pride of our intent.
Sincerely,
J.D. Hoffman
President, IIG Management, Inc.
May 14
Mr. Joel J. Brower
Town Manager
City Hall
311 North Second Avenue
Room 200
Siler City, NC 27344
Dear Mr. Brower:
Meyn America is pleased to announce that we have entered into an agreement with IIG Management, Inc. On the sale and installation of poultry processing equipment at the Pilgrims Pride plant in Siler City.
The global leader in the design and manufacture of poultry processing equipment, Meyn continues to set the standard for technology and processing techniques in the poultry industry. Product innovation and our commitment to invest in extensive research and development allow Meyn to provide todays customers with tomorrows solutions.
As we mentioned in an earlier letter to the Mayor, the Siler City project is a full wall-to-wall solution, and includes everything from picking equipment to packaging. Upon completion of the project, the Siler City plant will be among the most state-of-the-art poultry processing facilities in the country.
At this time, were unable to comment further on the project, as were bound by a confidentiality agreement with our customer. However, well do everything we can within the limits of that agreement to address any questions or concerns you may have; and well keep you updated on our progress.
Mr. Brower, all of us at Meyn are excited about this opportunity and we truly appreciate your time and interest in the Siler City project.
Best regards,
Scott Russell
President
May 13
Honorable Charles L. Turner
Mayor
City Hall
311 North Second Avenue
Siler City, NC 27344
Dear Mayor Turner:
Meyn America is pleased to share our intent to partner with IIGM, Inc. With you and the good people of Siler City. Currently, we are working with the Siler City plant management team on the sale and installation of poultry processing equipment.
The global leader in the design and manufacture of poultry processing equipment, Meyn continues to set the standard for technology and processing techniques in the poultry industry. Product innovation and our commitment to invest in extensive research and development allow Meyn to provide todays customers with tomorrows solutions.
The Siler City project is a full wall-to-wall solution, and includes everything from picking equipment to packaging. Upon completion of the project, the Siler City plant will be among the mot state-of-the-art poultry processing facilities in the country.
All of us at Meyn America are excited about this opportunity and were looking forward to a smooth, successful operation. Should you have questions or need further information about this project, please contact us at your convenience.
Mr. Mayor, thank you for your time and interest in the Siler City project.
Best regards,
Scott Russell
President
Heath Jarrett
Vice President, Sales & Projects
Dallas Smith
Account Manager
Ricky Jones
Sales Enginee
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