M&A - JBS S.A.

Form Type: DFAN14A

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925049300

Filing Summary: Mason Capital Management LLC, representing 2.4% of JBS S.A.'s minority shares, has sent a letter to the SEC urging an investigation into proxy advice from ISS and Glass Lewis against JBS’s proposed dual listing on the NYSE. The letter emphasizes significant shareholder value potential, claiming that a dual listing could lead to substantial valuation increases, improved regulatory oversight, and greater access to capital. Mason highlights deficiencies in the advisory firms' analysis, accusing them of political bias and failing to assess the proposal's economic merits, which could risk over $16 billion in shareholder value destruction if the proposal fails. Mason articulates the strategic necessity of JBS's U.S. listing, particularly given the company’s substantial U.S. operations and revenue generation, and calls for shareholders to vote in favor of the reorganization at the upcoming meeting on May 23, 2025. Furthermore, criticism of the dual-class structure and reassurances about governance improvements are discussed, with Mason stating the need for independent evaluations of proxy advice, especially when significant economic interests are at stake.