SAO PAULO, March 20, 2012 /PRNewswire/ --
1. The Management of BRF – Brasil Foods S.A. ("BRF" - Bovespa:
BRFS3; NYSE: BRFS) and Marfrig Alimentos S.A. ("Marfrig" - Bovespa:
MRFG3; ADR Level 1: MRTTY) hereby announce that, pursuant to the
provisions of CVM (Brazilian Securities Commission) Instruction No.
358 of January 3, 2002 and Paragraph
4 of Article 157 of the Brazilian Corporations Act (Law No. 6404 of
December 15, 1976, and in addition to
the Notice of Material Fact released by BRF and Marfrig on
December 8, 2011, that on this date,
the Asset Exchange Contract and Other Covenants ("Exchange
Contract") was entered into between BRF, Sadia S.A. ("Sadia" and,
together with BRF, "BRF Parties") and Sadia Alimentos S.A. ("Sadia
Alimentos") on one side and Marfrig, whose main object is to
establish the terms and conditions for the transaction described
below.
TERMS AND CONDITIONS
2. According to the terms and conditions set forth in the
Exchange Agreement, the BRF Parties, on one hand, and Marfrig, on
the other, agree to exchange:
(a) of the following assets owned by the BRF Parties referred to
in the Performance Commitment Agreement ("TCD") described in the
Notice of Material Fact published by BRF on July 13, 2011: (a1) trademarks and intellectual
property rights related to such trademarks; (a2) all assets and
rights (including real property, facilities and equipment) related
to specified plants, (a3) all assets and rights associated with
eight (8) distribution centers, (a4) the hog slaughtering plant
located in the city of Carambei, by conclusion of the lease with
the option to purchase Marfrig, (a5) the BRF stock described in the
Exchange Agreement relating to the assets above (a6) all contracts
with integrated producers to ensure Marfrig maintains the same
levels of supply for BRF and/or Sadia, (a7) the entire stake held
by Sadia, directly and indirectly, equivalent to 64.57% (sixty-four
point five seven percent) of capital stock of Excelsior Alimentos
S.A.;
(b) the following assets owned by Marfrig: (b1) the entire
equity interest held either directly or indirectly by that company,
equivalent to 90.05% (ninety point zero five percent) of the
capital of Quickfood S.A. ("Quickfood"), a company based in
Argentina, (b2 ) the payment of
additional amount of R$
350,000,000.00 (three hundred and fifty million reais), of
which R$ 100,000,000.00 (one hundred
million reais) will be paid between June and October 2012 and the remainder of the amount of
R$ 250,000,000.00 (two hundred and
fifty million reais) will be paid in 72 (seventy-two) monthly
installments, with interest at market rates.
3. Additionally, after the lease period, there shall be the
amount of R$ 188,000,000.00 (one
hundred eighty-eight million reais) in consideration to exercise
the option to buy the pork plant located in the City of Carambei,
leased to Marfrig by BRF, if that option is exercised by
Marfrig.
4. Regarding Quickfood, Marfrig is forced to adopt all necessary
measures to segregate the food processing activity (the object of
the exchange) from the slaughterhouses activity (which will remain
with Marfrig).
5. The fulfillment of the transaction is subject to condition
precedents set by the parties in the Exchange Agreement which will
allow completion of the business up to June
1, 2012.
CONDITION PRECEDENT
6. Transaction implementation is subject to the condition
precedent, which is the manifestation of the Administrative Council
for Economic Defense ("CADE"), in the sense that once the
transaction described above is implemented in the manner set forth
in the Exchange Agreement, it represents fulfillment by BRF and
Sadia of the obligations assumed by them in the TCD.
ADDITIONAL INFORMATION
7. The management of both BRF and Marfrig will keep the market
informed of developments pertaining to the present matter.
Sao Paulo, March 20, 2012
Leopoldo Viriato Saboya
BRF – Brasil Foods S.A.
CFO and Investor Relations Officer
Ricardo Florence
Marfrig Alimentos S.A.
CFO and Investor Relations Officer
SOURCE BRF - Brasil Foods S.A.
