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  • Meeting of The Independent Committees of JBS and Bertin

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    The boards of JBS S.A. and Bertin S.A. met with their respective Independent Committees to discuss the proposed merger between the two companies. The Committees presented their analyses and recommendations for the exchange ratio in the merger. The JBS Committee recommended an exchange ratio where JBS' value in the combined company would be between 53.5-70.2% and Bertin's would be between 46.5-29.8%. The Bertin Committee recommended an exchange ratio of 31.23 to 34.61 JBS shares for each Bertin share. The boards approved moving forward with finalizing negotiations and calling a shareholder meeting to vote on the proposed merger.

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    The boards of JBS S.A. and Bertin S.A. met with their respective Independent Committees to discuss the proposed merger between the two companies. The Committees presented their analyses and recommendations for the exchange ratio in the merger. The JBS Committee recommended an exchange ratio where JBS' value in the combined company would be between 53.5-70.2% and Bertin's would be between 46.5-29.8%. The Bertin Committee recommended an exchange ratio of 31.23 to 34.61 JBS shares for each Bertin share. The boards approved moving forward with finalizing negotiations and calling a shareholder meeting to vote on the proposed merger.

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    Meeting of The Independent Committees of JBS and Bertin

    Uploaded by

    JBS RI
    The boards of JBS S.A. and Bertin S.A. met with their respective Independent Committees to discuss the proposed merger between the two companies. The Committees presented their analyses and recommendations for the exchange ratio in the merger. The JBS Committee recommended an exchange ratio where JBS' value in the combined company would be between 53.5-70.2% and Bertin's would be between 46.5-29.8%. The Bertin Committee recommended an exchange ratio of 31.23 to 34.61 JBS shares for each Bertin share. The boards approved moving forward with finalizing negotiations and calling a shareholder meeting to vote on the proposed merger.

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    of 1

    Material Fact

    JBS S.A. (JBS or the Company) hereby informs its shareholders and the market in general, pursuant to CVM Ruling No. 358, of January 3, 2002, as amended, the following:

    JBSs board of directors met today with the members of the Independent Committee of JBS (JBS Committee) and, together with the board of Bertin S.A., with the members of the Independent Committee of Bertin S.A. (Bertin Committee and, jointly with the JBS Committee, the Committees). The Committees were created pursuant to CVM Rule (Parecer de Orientao) No. 35.

    The Committees presented their economic analyses with recommendations on the economic terms of the proposed merger of the shares of Bertin S.A. into the Company (Transaction), in particular the determination of the exchange ratio for the Transaction.

    The JBS Committee recommended that the exchange ratio should be set in a interval such that the value of JBS in the combined company would amount to from 53.5% to 70.2% and the value of Bertin in the combined company would amount to from 46.5% to 29.8%. The Bertin Committee recommended that the Exchange ratio should be set within an interval of 31.23 to 34.61 shares issued by JBS for each existing share issued by Bertin. Therefore, the exchange ratio previously announced (approximately 40/60 among Bertin and JBS, respectively, which would correspond to an exchange ratio of 32.45518835 shares issued by JBS for each share issued by Bertin) is within the intervals recommended by the Committees. The JBS board approved the report of its Committee.

    The JBS board also determined that the Company should conclude the negotiation of the financial structure in favorable conditions, and that following the conclusion thereof, that it calls a general shareholders meeting to approve the Transaction. The Company will continue to work in the other conditions precedent for the Transaction, including, without limitation, the completion of due diligence and the US$ 2.5 billion equity injection announced in the material facts dated September 16, 2009 and October 22, 2009. JBS will keep the market informed of any new developments relating to this matter.

    So Paulo, December 7, 2009

    Jeremiah OCallaghan Investor Relations Officer JBS S.A.

    JBSS.A.2009Todososdireitosreservados

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