M&A - BRF S.A.
Form Type: CB/A
Filing Date: 2025-05-27
Corporate Action: Merger
Type: New
Accession Number: 000121390025047797
Filing Summary: BRF S.A. has filed an amendment to its tender offer notification related to the merger with Marfrig Global Foods S.A. The merger involves the conversion of BRF shares into shares of Marfrig. Key documents relating to this merger process, including management proposals and voting bulletins, were disseminated on various dates in May 2025, specifically highlighting communications made on May 15, 16, and 26, regarding the merger plans and details for investors. The latest materials include an amended Plan of Merger and updated Management Proposals from both companies. The filing reflects compliance with relevant securities regulations and includes a consent to service of process. The official notification was signed on May 27, 2025 by key executives from Marfrig, affirming the accuracy of the information presented.
Additional details:
Title Of Class Of Subject Securities: Common Shares and American Depositary Shares
Cusip Number Of Class Of Securities: 10552T107
Name Of Persons Furnishing Form: Marfrig Global Foods S.A.
Date Tender Offer Commenced: Not Applicable
Documents Attached: [{"description":"Joint Material Fact disseminated in Brazil by BRF and Marfrig on May 15, 2025"},{"description":"Plan of Merger for the merger of BRF shares into Marfrig"},{"description":"Marfrig\u2019s Management Proposal and Manual for Participation"},{"description":"Remote Voting Bulletin of Marfrig"},{"description":"BRF\u2019s Management Proposal and Manual for Participation"},{"description":"Remote Voting Bulletin of BRF"},{"description":"Joint Material Fact disseminated in Brazil by BRF and Marfrig on May 26, 2025"},{"description":"Minutes of the meeting of the board of directors of Marfrig"},{"description":"Minutes of the meeting of the board of directors of BRF"},{"description":"Amended and restated Plan of Merger for the merger of BRF shares into Marfrig"},{"description":"Amended Marfrig\u2019s Management Proposal and Manual for Participation"},{"description":"Amended and restated BRF\u2019s Management Proposal and Manual for Participation"}]
Form Type: SCHEDULE 13D/A
Filing Date: 2025-05-22
Corporate Action: Merger
Type: Update
Accession Number: 000121390025046997
Filing Summary: On May 15, 2025, Marfrig Global Foods S.A. ("Marfrig") and BRF S.A. ("BRF") entered into a Plan of Merger, whereby Marfrig will acquire all BRF shares not already held by Marfrig in exchange for Marfrig shares, ultimately resulting in BRF becoming a wholly-owned subsidiary of Marfrig. The Plan outlines the terms and conditions under which this acquisition will occur, including the exchange ratio. Both companies' Boards of Directors have called extraordinary general meetings on June 18, 2025, to seek shareholder approval for the Merger. After completion, BRF's American Depositary Shares (ADSs) and shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act. Marfrig currently holds 50.49% of BRF's outstanding shares, totaling 849,526,130 Shares. Additional details can be found in the attached exhibits regarding the deposit agreements and management proposals relevant to the Merger.
Additional details:
Class Of Equity Securities: common stock
Merger Date: 2025-05-15
Exchange Ratio: not specified
Total Shares Owned: 849526130
Percentage Owned: 50.49%
Form Type: CB/A
Filing Date: 2025-05-19
Corporate Action: Merger
Type: New
Accession Number: 000121390025045389
Filing Summary: On May 19, 2025, BRF S.A. filed Amendment No. 1 to Form CB regarding a merger with Marfrig Global Foods S.A. This document outlines the details of the merger plan, which includes the merger of BRF shares into Marfrig. Key documents included in the filing consist of various proposals and manuals available to investors, as well as a remote voting bulletin for participation in the merger process. These materials were disseminated on May 16, 2025, providing comprehensive information for shareholders about the merger and the steps required for involvement.
Additional details:
Name Of Subject Company: BRF S.A.
Jurisdiction Of Subject Company: Federative Republic of Brazil
Name Of Person Furnishing Form: Marfrig Global Foods S.A.
Title Of Class Of Subject Securities: Common Shares and American Depositary Shares
Cusip Number Of Class Of Securities: 10552T107
Name Of Authorized Person: Fabio Luis Mendes Mariano
Address Of Authorized Person: 14401 Av. das Nações Unidas, 22nd Floor, São Paulo, 04730 090, Brazil
Telephone Number Of Authorized Person: +55 (11) 2322-5377
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