Marfrig Global Foods S.A. (BOVESPA:MRFG3) agreed to acquire remaining 49.10% stake in BRF S.A. (BOVESPA:BRFS3) for BRL 13.6 billion on May 15, 2025. Upon completion, Marfrig Global Foods S.A. will own 100% stake in BRF S.A. BRF shareholders (except Marfrig) will receive 0.8521 ordinary shares of Marfrig for each BRF share held on the Closing Date. The Exchange Ratio was negotiated by independent committees from both companies, considering various factors including market values and corporate governance. The completion of the Share Incorporation is contingent on approvals from both companies' EGMs and is subject to specific conditions, including market stability and the absence of adverse events that could impact operations. This transaction represents a strategic move towards consolidating market presence and improving operational efficiency for both Marfrig and BRF, ultimately aiming for enhanced shareholder value and market competitiveness. Marfrig informs that it has submitted to the Marfrig EGM the proposal to approve the change of Marfrig's corporate name from "Marfrig Global Foods S.A." to "MBRF Global Foods Company S.A.," subject to the consummation of the Share Incorporation. Marfrig Global Foods S.A. will use the funds obtained to acquire long-term local bonds issued by the Brazilian government. BRF Board established a special independent committee of BRF, whose function was to negotiate the Exchange Ratio and other terms and conditions of the transaction involving the Companies and submit its recommendation to the BRF Board. As of June 3, 2025 Administrative Council for Economic Defense (CADE) cleared the merger of BRF into Marfrig without restrictions. As of August 5, 2025, Shareholders of BRF voted to approve a proposed merger with Marfrig.
Citigroup Inc. (NYSE:C) act as financial advisor, Citigroup Global Markets Holdings Inc. act as fairness opinion provider for BRF S.A. Banco J.P. Morgan S.A. acted as financial advisor to Marfrig Global Foods S.A. Grenfel S. Calheiros and John C. Ericson of Simpson Thacher & Bartlett LLP acted as legal advisor to BRF S.A. Matthew Poulter, Antonia Sherman, Jeffrey Cohen, Pierre-Emmanuel Perais, Gabriel Grossman, Jonathan Gafni, Shruti Chopra, Mike Bienenfeld and Lodewick Prompers of Linklaters LLP acted as legal advisor for Marfrig Global Foods S.A.
Marfrig Global Foods S.A. (BOVESPA:MRFG3) completed the acquisition of remaining 49.10% stake in BRF S.A. (BOVESPA:BRFS3) for BRL 11.9 billion on September 22, 2025. As a result of the closing of the Merger of Shares, Marfrig's Board of Directors confirmed the increase in the Company's share capital, as approved at Marfrig's general shareholders' meeting held on August 5, 2025, and, by delegation of the general meeting, confirmed the issuance of 602,799,006 shares of the Company to be delivered to BRF's shareholders on the Closing Date. Marfrig's shares will be traded on B3 under the ticker MBRF3.
Marfrig Global Foods SA, formerly Marfrig Alimentos SA, is a Brazil-based company primarily engaged in the processing and distribution of meat. The Company's activities are divided into two operating segments: Marfrig Beef and Keystone. The Marfrig Beef segment is responsible for the slaughter, manufacture, distribution, import, export and marketing of beef and lamb meat. The Keystone division focuses on producing and developing multi-protein foods to serve global restaurant chains, including McDonald's, Subway, ConAgra Foods, Campbell's Soup, KFC, Taco Bell, Wendy's, Heinz, and Burger King, among others. It retails meat under a range of brand names, such as Pampeano, La Morocha, Montana, Hamby, Bernina, Bassi, GJ, Angus, South Lamb, as well as Tacuarembo. The Company operates worldwide in the Americas, Asia, Europe and Oceania.
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