Item 7.01 Regulation FD Disclosure.
On October 29, 2020, the Registrant issued a press release stating that,
contrary to media reports, it had not received a proposal from Tyson Foods and
Durational Capital Management, L.P. ("Durational"). The press release stated
that the Registrant's Board of Directors had unanimously rejected an unsolicited
proposal from Durational to acquire the Registrant for $142 per share. The press
release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2, the information contained in this
Item 7.01 and the attached Exhibits 99.1 and 99.2 is being "furnished" to the
SEC and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities under such section. Furthermore, such information shall not be
deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, unless
specifically identified as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Press release of Sanderson Farms, Inc. dated October 29, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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