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The actions of MBRF, a new giant of agribusiness resulting from the merger between Marfrig and BRF, will debut on the Brazilian stock exchange () on September 23rd.
The information was released in a joint statement of the two companies, this Monday (8/9). The new company’s roles will be negotiated under Ticker MBRF3.
According to both companies, the merger completion should take place on September 22. This will be the last day of negotiation of BRF actions in B3.
Cade gave the green light
The decision of the Cade Court, last Friday (5/9), corroborated the prior opinion of the Cade General Superintendence, who had already given the green light to the operation.
The union between the two companies will give rise to a new company, MBRF, with an estimated annual revenue of R $ 152 billion.
On August 20, most of the Court’s advisers had already voted for the approval of the merger, presented by counselor Carlos Jacques Vieira Gomes, who would be the penultimate to vote. The request for a view is a more time request for process analysis.
Cade’s case rapporteur and chairman Gustavo Augusto de Lima voted favorably the merger between Marfrig and BRG. He was accompanied by the other counselors.
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Marfrig and BRF had already approved merger
In early August, the Marfrig and BRF Extraordinary Assemblies (AGES) approved the union of the business of the two companies.
held on August 5, the merger was approved with 78.39% of the votes. , in turn, most were even more expressive: 86.71%.
by the Securities Commission (). According to the municipality, the two companies had not presented sufficient data and information about the criteria for defining the exchange of stocks, one of the crucial points of the possible merger.
Minority shareholders claimed that the materials disclosed had only financial projections and assumptions with black stripes, which would prevent a more detailed assessment.
The assembly that was scheduled for July 14 was postponed for another 21 days after requests presented by Previ (Banco do Brasil employees pension fund) and an investor linked to the founding family of Sadia.
In July, PREVI announced that it completed the process of divestment of the private pension plan on BRF, putting an end in the cycle of more than 30 years in the asset.
A long soap opera comes to an end
but the CVM requested more information about the melting process and postponed the meeting.
At the time, the CVM denied a request for cancellation of the Assembly, which had been submitted by Latache Capital, a minority shareholder of BRF, but postponed the meeting for 21 days – counted from the delivery of the requested information.
CMV did not identify elements that justify the suspension of the Assembly, but requested clarification and new information about the merger.
In submitting the request for suspension of the Assembly, Latache Capital stated that there were problems such as “insufficient documentation presented”, “illegalities in the formulation of the agenda”, “lack of independence from members of allegedly independent committees”, among others.
Cade’s technical area gave the green light to the merger
In early June ,.
According to the technical area of the regulatory agency, the joint participation of Marfrig and BRF in the horizontal overlay markets (in the same segment) would be below 20% – percentage from which one considers a dominant position – or above 20%, but below 50%.
This means, in Cade’s understanding, that there is no greater risks of a possible exercise of dominant market power by the buyer.
Also according to Cade technicians, the concentration would be below 30% chain (vertically integrated markets), which removes the possibility of damage to the competition environment.
The Marfrig-BRF fusion
on May 15, which gave rise to a giant with a consolidated net revenue of $ 152 billion in the last 12 months.
With the name MBRF Global Foods Company, the new company will hold all brands of both companies. Marfrig, the second largest beef producer in the world and a leader in the production of hamburgers, proposed the incorporation of all BRF emission actions, specializing in birds and owner of Sadia and Perdigão.
The merger will occur through BRF shares for Marfrig papers, which today is the company’s largest partner, holding control with 50.49% participation. BRF shareholders will receive Marfrig papers and become members of MBRF Global Foods Company.
The exchange ratio provided for in the operation is Marfrig’s 0.8521 action for each BRF paper. In other words, an investor who has 100 BRF shares will have about 85 Marfrig papers after the completion of the business.
BRF and Marfrig shareholders must benefit from a significant pay payment. BRF will distribute up to R $ 3.52 billion, and Marfrig, R $ 2.5 billion.
Regarding revenues and costs, the estimate is to reach R $ 485 million per year, expecting to reduce expenses of R $ 320 million annually.
With the approval of the merger by Cade, the new company should try to list its actions in the United States, according to executives from Marfrig and BRF. Previ, which has about 6% of BRF’s capital, and Salic, the sovereign fund of Saudi Arabia, with 11%, support the transaction.
The union between Marfrig and BRF is perhaps the most expressive of a recent series of agribusiness mergers, a sector that has boosted the Brazilian economy in recent years.
