SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 20, 2021
PILGRIM'S PRIDE CORPORATION
(Exact Name of registrant as specified in its charter)
|(State or other jurisdiction of|
incorporation or organization)
|(Commission File Number)||(IRS Employer Identification No.)|
|1770 Promontory Circle||80634-9038|
|(Address of principal executive offices)|
Registrant's telephone number, including area code: (970) 506-8000
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol||Name of Exchange on Which Registered|
|Common Stock, Par Value $0.01||PPC||The Nasdaq Stock Market LLC|
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company ||☐|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On September 20, 2021, the Company (or “PPC”) issued a press release announcing the Company's board of directors has formed a special committee of independent directors to review and evaluate the previously announced unsolicited proposal received on August 12, 2021 from JBS S.A. to acquire all of the outstanding shares of common stock of PPC that JBS does not currently own. A copy of the aforementioned press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ||PILGRIM’S PRIDE CORPORATION|
|Date: ||September 20, 2021||/s/ Matthew Galvanoni|
| ||Matthew Galvanoni|
Senior Vice President and Chief Financial Officer
Pilgrim’s Pride Forms Special Committee GREELEY, Colo., Sept. 20, 2021 (GLOBAL NEWSWIRE) - The board of directors of Pilgrim's Pride Corporation (NASDAQ: PPC) has formed a special committee of independent directors to review and evaluate the previously announced unsolicited proposal received on August 12, 2021 from JBS S.A. to acquire all of the outstanding shares of common stock of PPC that JBS does not currently own. The special committee has retained Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel, and Goldman Sachs & Co. LLC, as financial advisor to assist the special committee in its review and evaluation of the JBS proposal. The board resolutions establishing the special committee expressly provide that the PPC board of directors will not approve the transaction proposed by JBS without the prior favorable recommendation of the special committee, and that any such transaction will be conditioned on the affirmative vote of a majority of PPC shares that are not held by JBS or its affiliates. There can be no assurance that a definitive agreement relating to the JBS proposal will be entered into by PPC, or that any transaction will be consummated. About Pilgrim’s Pride Pilgrim’s employs approximately 56,000 people and operates protein processing plants and prepared-foods facilities in 14 states, Puerto Rico, Mexico, the U.K. and continental Europe. The Company’s primary distribution is through retailers and foodservice distributors. For more information, please visit www.pilgrims.com. Contact: Julie Kegley – Financial Profiles Investor Relations IRPPC@pilgrims.com www.pilgrims.com
2 Source: Pilgrim’s Pride Corporation