Tyson, IBP Approve Merger

June 28, 2001

Tyson Foods, Inc.and IBP, Inc. have approved a revised plan to merge their operations. A major feature of the revised merger is that Tyson will acquire all outstanding shares of IBP on the same economic terms provided by the original agreement.

As in the original agreement, Tyson will pay $30.00 in cash for 50.1% of IBP's common shares and the remaining IBP shares will be converted into Tyson Class A common stock. The stock portion of the consideration is subject to a maximum exchange ratio of 2.381 and a minimum exchange ratio of 1.948 Tyson Class A common shares if Tyson's average trading price for an agreed period of time is outside the range or "collar" of $12.60 and $15.40.

Under the modified agreement Tyson will make a cash tender offer to purchase up to 50.1% of the outstanding shares of IBP no later than July 5 and will complete the offer no later than Sept. 1, subject to terms and conditions in the merger agreement, as modified. Conversion of remaining IBP shares will occur no later than Nov. 15, subject to terms and conditions in the modified merger agreement.

John Tyson, chairman, president and CEO of Tyson Foods, said, "Today's step moves us down the road to our vision, creating the world's leading protein provider. Combining these two companies is strategically compelling. It allows us to better serve our customers in today's consolidating marketplace and will produce value for shareholders."

Dick Bond, IBP president and chief operating officer, said, "We are happy about the future and will focus our energy on creating value through combining and growing these two great companies. We at IBP look forward to working with John and the Tyson management team to achieve our vision."

The transaction will result in a combined company with approximately 28% share of the beef market, 25% share of the chicken market, and 18% share of the pork market and has received regulatory approval under the Hart-Scott-Rodino Antitrust Improvements Act.

A copy of the stipulation and order pursuant to which the merger agreement was modified will be available at http://www.tyson.com/investorrel/ibp/order.pdf.