M&A - BRF S.A.

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Form Type: CB/A

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000121390025057403

Filing Summary: BRF S.A. is undergoing a merger with Marfrig Global Foods S.A. which includes a series of material facts and management proposals disseminated between May 15, 2025, and June 23, 2025. Key documents related to the merger were made available, including various proposals and voting bulletins. Notably, an amended plan of merger was discussed, indicating ongoing updates to the merger process. The joint material facts by both companies have been published, ensuring transparency in the merger process leading up to the extraordinary general meeting noted on June 18, 2025.

Additional details:

Title Of Class: Common Shares and American Depositary Shares


Cusip Number: 10552T107


Name Of Filing Person: Marfrig Global Foods S.A.


Jurisdiction Of Subject Company: Federative Republic of Brazil


Form Type: CB/A

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000121390025055900

Filing Summary: This document is an amendment to the Form CB/A filed by BRF S.A. and Marfrig Global Foods S.A. regarding a merger of BRF shares into Marfrig. The filing includes a series of joint material facts and management proposals related to the merger process. Notable documents attached involve the initial plan of merger, management proposals from both companies, remote voting bulletins, and minutes from board meetings. Significant updates are disseminated leading up to the extraordinary general meeting where the final voting maps and materials were made available to investors. The merger aims to consolidate BRF into Marfrig for enhanced operational synergy and market positioning.

Form Type: CB/A

Filing Date: 2025-06-18

Corporate Action: Merger

Type: New

Accession Number: 000121390025055661

Filing Summary: This document is an Amendment No. 5 to Form CB related to a tender offer and rights offering notification filed by BRF S.A. and Marfrig Global Foods S.A. It includes details about the merger between BRF shares and Marfrig. Notable exhibits attached include a plan of merger and various management proposals disseminated to investors on several dates. Key dates highlighted were May 15, 2025, for a joint material fact announcement and continued updates until June 17, 2025, with the final reporting on June 18, 2025. The document outlines the structure for the merger and contains minutes from meetings between the boards of directors of both companies, along with voting bulletins that were made available to investors. Contact information for the principal officers of BRF S.A. is provided, indicating Fabio Luis Mendes Mariano as the Chief Financial and Investor Relations Officer.

Additional details:

Title Of Class: Common Shares and American Depositary Shares


Cusip Number: 10552T107


Authorized Person Name: Fabio Luis Mendes Mariano


Authorized Person Address: 14401 Av. das Nações Unidas, 22nd Floor, São Paulo, 04730 090, Brazil


Authorized Person Phone: +55 (11) 2322-5377


Form Type: CB/A

Filing Date: 2025-06-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025055170

Filing Summary: This document is an amendment to Form CB concerning a tender offer. It pertains to the merger of BRF S.A. into Marfrig Global Foods S.A. The merger process commenced with disclosures including a joint material fact released on May 15, 2025, detailing the terms of the merger and additional documents that provide information for investors. A revised plan of merger and various management proposals were shared on May 16 and May 26, 2025, with the latest material fact dated June 17, 2025. This merger involves the transfer of BRF's shares into Marfrig, with all communications being handled through designated representatives from both companies.

Additional details:

Title Of Class: Common Shares and American Depositary Shares


Cusip Number: 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: +55 (11) 2322-5377


Form Type: CB/A

Filing Date: 2025-06-04

Corporate Action: Merger

Type: Update

Accession Number: 000121390025051123

Filing Summary: On June 4, 2025, BRF S.A. filed an amendment to Form CB, specifically Amendment No. 3, related to a tender offer and merger with Marfrig Global Foods S.A. The filing includes various exhibits detailing the plan of merger between BRF and Marfrig, alongside management proposals and remote voting bulletins provided to investors. Relevant documents associated with the merger include joint material facts and management proposals disseminated on May 15, May 16, May 26, and June 4, 2025. The filing also indicates that BRF's shares will be merged into Marfrig, thus marking a significant corporate action involving the consolidation of both companies.

Additional details:

Exhibit Number: 99.1

Description: Joint Material Fact disseminated in Brazil by BRF and Marfrig on May 15, 2025


Exhibit Number: 99.2

Description: Plan of Merger for the merger of BRF shares into Marfrig


Exhibit Number: 99.3

Description: Marfrig’s Management Proposal and Manual for Participation


Exhibit Number: 99.4

Description: Remote Voting Bulletin of Marfrig


Exhibit Number: 99.5

Description: BRF’s Management Proposal and Manual for Participation


Exhibit Number: 99.6

Description: Remote Voting Bulletin of BRF


Exhibit Number: 99.8

Description: Joint Material Fact disseminated in Brazil by BRF and Marfrig on May 26, 2025


Exhibit Number: 99.9

Description: Minutes of the meeting of the board of directors of Marfrig held on May 26, 2025


Exhibit Number: 99.10

Description: Minutes of the meeting of the board of directors of BRF held on May 26, 2025


Exhibit Number: 99.11

Description: Amended and restated Plan of Merger for the merger of BRF shares into Marfrig


Exhibit Number: 99.12

Description: Amended Marfrig’s Management Proposal and Manual for Participation


Exhibit Number: 99.13

Description: Amended and restated BRF’s Management Proposal and Manual for Participation


Exhibit Number: 99.14

Description: Joint Material Fact disseminated in Brazil by BRF and Marfrig on June 4, 2025


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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