JBS S.A., Brazil, announced its intent to pursue a corporate reorganization to strengthen its leading position in the global food industry and increase the company's competitiveness.
The proposed reorganization is expected to be generally implemented as follows:
1) The formation of JBS Foods International to be listed on the New York Stock Exchange.
2) JBS S.A. intends to transfer its businesses outside of Brazil and Seara Alimentos Ltda. To JBS Foods International. Upon the completion of the reorganization, JBS S.A. will be renamed JBS Brasil and will remain a publicly listed company. JBS Brasil will continue to hold JBS’s Brazilian beef, biodiesel, collagen and carrier businesses, as well as other activities and its global leather business. The Seara operation and JBS Brasil, with 125,000 team members based in Brazil, will remain under the leadership of existing management and will continue their growth strategies in the Brazilian market.
3) Subject to shareholder approval, JBS S.A. will implement a capital reduction, where JBS S.A. will deliver to its shareholders , on a pro-rata basis, all of the shares of JBS Foods International allotted to it as consideration for the asset transfer described in No. 2.
4) The company intends to register JBS Foods International for trading on the NYSE coupled with a Level II BDR program through which the shareholders of JBS Foods International may exchange for BDRs traded on BM&FBovespa.
5) Following the capital reduction, the company’s controlling shareholders may contribute in whole or in part the JBS S.A. shares in consideration for newly issued shares of JBS Foods International. As a result, if the company’s controlling shareholders contribute their JBS S.A. shares in an aggregate amount equivalent to at least 50% of the outstanding JBS S.A. shares, JBS S.A. will become a non-wholly owned subsidiary of JBS Foods International.
Executive leadership and shareholder structure
Upon completion of the proposed reorganization, the JBS Group will continue to be controlled by its existing Brazilian shareholders with its major shareholder J&F Investimentos maintaining its central office and strategic decisions in Sao Paulo, Brazil.
The existing management team will be maintained in its present form with Wesley Batista as the chief executive officer of the global business, Enéas Pestana as the chief executive officer of JBS South America, AndréNogueira as the chief executive officer of JBS USA, Gilberto Tomazoni as the global president of operations, Tarek Farahat as the global president of marketing and innovation and Vincent Trius as the global president of new projects.
“The proposed reorganization is a natural step in the continuing development of JBS as a leading Brazilian company in the global food industry,” says Batista. “We have carefully considered various strategic alternatives to enhance the value of our company, and we believe that the proposed reorganization offers the greatest potential to deliver long-term value to our stakeholders.”
