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Marfrig-BRF merger approval opens doors to U.S. listing Agribusiness valorinternational.txt
The resultado loteria federal 17/10/15Administrative Council for Economic Defense (CADE) approved on Friday (5), in an extraordinary session, the merger between BRF and Marfrig. Analysts say the decision paves the way for MBRF, the company that will emerge from the deal, to list its shares in the United States, following a similar move by rival JBS earlier this year. “By presenting themselves as one group, BRF and Marfrig gain greater liquidity and a stronger revenue profile,” said Gustavo Cruz, chief strategist at RB Investimentos. “This will allow them to be included in more indexes, increase visibility in the market, and position themselves as a global powerhouse, much like JBS did with its U.S. listing.” For Régis Chinchila, chief analyst at Terra Investimentos, the CADE’s approval resolves the biggest hurdle still standing in the way of the merger. “Now the process moves to shareholder meetings, filings with the CVM [Brazilian securities regulator], corporate restructuring, and ultimately, the consolidation of shares and a potential U.S. IPO,” he said, noting that the new company may follow JBS’s path. With net revenue of R$152 billion and operations in 117 countries, MBRF will be one of the world’s largest food companies. Its portfolio will span beef, pork, poultry, and processed products, under brands such as Sadia, Perdig?o, Qualy, Banvit, and Bassi. The companies have already identified commercial and logistical synergies from the merger totaling R$805 million per year. Of this amount, between R$400 million and R$500 million could be realized within the first 12 months, with the remainder captured in the medium and long term. CADE’s unanimous decision came after the council’s president, Gustavo Augusto, changed his vote, considering Saudi Agricultural and Livestock Investment Company’s (SALIC) decision to sell its stake in BRF. On Sept. 2, BRF announced that SALIC—owned by the Saudi government—had sold its shares but purchased derivatives representing the same stake. The issue was raised during the antitrust review by Marfrig’s rival Minerva, which questioned SALIC’s influence in the fresh beef market, since the Saudi fund also holds a stake in Minerva. In his vote on Friday, counselor Carlos Jacques acknowledged that the disagreement with the case’s rapporteur was more symbolic than substantive, as the CADE’s president also ultimately voted in favor of unconditional approval. Mr. Jacques said concerns involving investment funds were valid but should be addressed separately in official communications to affected parties not directly involved in the case. Gustavo Augusto explained his decision by noting that SALIC had exercised its right to exit BRF during the trial, exchanging its position for a call option without political rights. “When they exercise that option, it will be treated as a separate transaction,” he said. The transaction in which Marfrig incorporated BRF was announced on May 15. Under the deal’s terms, each BRF share will be converted into 0.8521 Marfrig share.
