M&A - JBS B.V.

Form Type: 425

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000119312525125819

Filing Summary: JBS B.V. has filed a communication regarding its proposed corporate restructuring and dual listing, which involves JBS N.V. becoming the ultimate holding company of JBS S.A. and its subsidiaries. JBS N.V.'s Class A common shares will be listed on the New York Stock Exchange and Brazilian Depositary Receipts on the São Paulo Stock Exchange. The registration statement on Form F-4 for the Proposed Transaction has been filed and declared effective by the SEC. Relevant materials, including the prospectus, are to be made available for security holders of JBS S.A. to review, as they contain critical information about the Proposed Transaction.

Form Type: 425

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525125047

Filing Summary: JBS B.V. has filed materials concerning a proposed corporate restructuring and dual listing, whereby JBS N.V. will become the ultimate holding company of JBS S.A. and its subsidiaries. JBS N.V.'s Class A common shares will be listed on the New York Stock Exchange and Brazilian Depositary Receipts for those shares will trade on the São Paulo Stock Exchange. This restructuring involves the conversion of JBS B.V. into a public limited liability company under Dutch law and the filing of a registration statement on Form F-4 with the SEC, which has already been declared effective. Shareholders and investors are encouraged to read the relevant prospectuses and filings as they contain important information regarding the transaction. The document also includes forward-looking statements about the anticipated effects, benefits, and timing of the restructuring, as well as the potential risks and uncertainties associated with it. These factors could materially impact the outcomes compared to initial expectations.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525115250

Filing Summary: JBS B.V. is undertaking a proposed corporate restructuring and dual listing as part of a transaction whereby JBS N.V. will become the ultimate holding company of JBS S.A. and its subsidiaries, collectively referred to as the 'JBS Group'. JBS N.V.'s Class A common shares will be listed on the New York Stock Exchange, and Brazilian Depositary Receipts representing these shares will be listed and traded on the São Paulo Stock Exchange. A registration statement on Form F-4 containing a prospectus related to this Proposed Transaction has been filed with and declared effective by the SEC. Security holders of JBS S.A. are encouraged to review the Form F-4 and related materials carefully, as they contain crucial information regarding the transaction. The document includes forward-looking statements about the impacts of the Proposed Transaction, anticipated benefits, and potential risks associated with completion. There is also a caution regarding uncertainties that could materially affect financial outcomes.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525114071

Filing Summary: JBS B.V. has filed a communication related to its proposed corporate restructuring and dual listing, wherein JBS N.V. will become the ultimate holding company of JBS S.A. and its subsidiaries. Class A common shares of JBS N.V. are planned to be listed and traded on the New York Stock Exchange and Brazilian Depositary Receipts for these shares will trade on the São Paulo Stock Exchange. The registration statement on Form F-4 containing a prospectus for the Proposed Transaction has been declared effective by the SEC. JBS B.V. will undergo a name change to JBS N.V. upon becoming a public limited liability company under Dutch law. Stakeholders are encouraged to read the filings concerning this transaction closely, as they contain critical information.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525113017

Filing Summary: JBS B.V. has filed a Form 425 relating to its proposed corporate restructuring and dual listing. This restructuring will position JBS N.V. as the ultimate holding company of JBS S.A. and its subsidiaries. JBS N.V.'s Class A common shares are set to be listed on the New York Stock Exchange, while Brazilian Depositary Receipts representing these shares will trade on the São Paulo Stock Exchange. The necessary registration statement on Form F-4 has been filed and declared effective by the SEC. JBS S.A. security holders are encouraged to review this document and related materials for critical insights regarding the transaction, which is anticipated to yield financial and operational benefits for the JBS Group. Forward-looking statements outlined in the document express management's expectations about the transaction's effects and the factors that could impact these outcomes, highlighting the inherent uncertainties and risks.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525091655

Filing Summary: JBS B.V. has filed a communication regarding its proposed corporate restructuring and dual listing under Rule 425 of the Securities Act of 1933. The proposed restructuring will lead to JBS N.V. becoming the ultimate holding company of JBS S.A. and its subsidiaries. JBS N.V.'s Class A common shares are set to be listed on the New York Stock Exchange, along with Brazilian Depositary Receipts representing these shares on the São Paulo Stock Exchange. This move is part of a broader Proposed Transaction which includes a registration statement filed with the SEC on Form F-4 containing a detailed prospectus. Stakeholders in JBS S.A. are advised to read the filing and prospectus carefully. JBS B.V. emphasizes that this communication does not constitute an offer to buy or sell securities and includes forward-looking statements concerning anticipated effects of the Proposed Transaction on business outcomes, financial results, and other strategic goals. Factors such as market conditions and regulatory approvals may impact these projections, highlighting potential operational and financial risks. The document includes an index of exhibits detailing cross-referenced materials related to the transaction, covering minutes from various meetings and management proposals.

Form Type: F-4/A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000119312525079335

Filing Summary: JBS B.V. is filing an amendment to its registration statement regarding a corporate restructuring that involves converting to a public limited liability company under Dutch law, renaming to JBS N.V., and completing a merger with JBS S.A. Following the restructuring, JBS N.V. will issue new Class A and Class B common shares. Existing shareholders of JBS S.A. will receive JBS N.V. shares and a cash dividend as part of the proposed transaction. The merger is aimed at simplifying the shareholding structure and is subject to shareholder approvals scheduled for May 23, 2025. The restructuring includes multiple phases of shareholder contributions and transactions to ultimately make JBS N.V. the indirect controlling shareholder of JBS S.A. The document also discusses key timelines and the economic impacts of the restructuring on shareholders.

Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525061014

Filing Summary: JBS B.V. has filed a communication regarding a proposed corporate restructuring and dual listing, wherein JBS N.V. will become the ultimate holding company of JBS S.A. and its subsidiaries. This restructuring includes plans for JBS N.V.'s Class A common shares to be listed on the New York Stock Exchange and Brazilian Depositary Receipts for those shares to be listed on the São Paulo Stock Exchange. A registration statement on Form F-4 containing a prospectus has been filed with the SEC. Shareholders of JBS S.A. are encouraged to read this prospectus and other relevant materials for important information about the transaction. This communication emphasizes that it does not constitute an offer to sell or solicit votes regarding securities and includes forward-looking statements concerning the potential effects of the transaction on the JBS Group, its financial results, and operational projections.

Form Type: 425

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000119312525055730

Filing Summary: JBS B.V. has filed a communication regarding its proposed corporate restructuring and dual listing, which will make JBS N.V. the ultimate holding company of JBS S.A. and its subsidiaries. This involves the listing of JBS N.V.’s Class A common shares on the New York Stock Exchange and Brazilian Depositary Receipts on the São Paulo Stock Exchange (B3 S.A.). JBS B.V. will become JBS N.V. upon its conversion into a public limited liability company under Dutch law. The communication urges security holders of JBS S.A. to review the prospectus pertaining to this transaction for crucial information. The document also contains forward-looking statements pertaining to the expected impacts of the proposed transaction, potential risks, and uncertainties involved in its completion, including obtaining approvals and the anticipated financial results.

Form Type: F-4/A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000119312525015252

Filing Summary: This document outlines the proposed corporate restructuring of JBS B.V. to convert into JBS N.V. as part of a merger of shares with JBS S.A., which is under Brazilian law. As a result, JBS N.V. will be the ultimate holding company of the JBS Group, thereby making JBS S.A. a wholly-owned subsidiary. The transaction includes a conversion of JBS N.V. Class A Common Shares into Class B Common Shares, a cash dividend for shareholders, and the issuance of JBS N.V. BDRs. The document highlights the expected changes in capital structure and voting rights after the proposed transaction, reiterating the importance of shareholder approval for the merger and the cash dividend, with specific voting requirements for different parts of the transaction, ensuring all matters are conditional upon each other. It also details the timeline for the commencement of the public offering anticipated following the effectiveness of this registration statement, with plans for shares to be listed on the NYSE and B3 in Brazil.