UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form CB

 

Amendment No. 3

 

Tender Offer/Rights Offering Notification Form

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

Securities Act Rule 801 (Rights Offering) ☐
Securities Act Rule 802 (Exchange Offer) ☒
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) ☐
Exchange Act Rule 14e-2(d) (Subject Company Response) ☐

 

BRF S.A.

(Name of Subject Company)

 

Not Applicable

(Translation of Subject Company’s Name into English (if applicable))

 

Federative Republic of Brazil

(Jurisdiction of Subject Company’s Incorporation or Organization)

 

Marfrig Global Foods S.A.

(Name of Person(s) Furnishing Form)

 

Common Shares and American Depositary Shares,

representing common shares of BRF S.A.

(Title of Class of Subject Securities)

 

10552T107

(CUSIP Number of Class of Securities (if applicable))

 

BRF S.A.

Attn: Fabio Luis Mendes Mariano

Chief Financial and Investor Relations Officer

14401 Av. das Nações Unidas, 22nd Floor,

São Paulo, 04730 090, Brazil

+55 (11) 2322-5377

 

(Name, Address (including zip code) and Telephone Number (including area code) of

Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

 

N/A

(Date Tender Offer/Rights Offering Commenced)

 

 

 

 

 

 

PART I - INFORMATION SENT TO SECURITY HOLDERS

 

Item 1. Home Jurisdiction Documents

 

(a) The following document is attached hereto as an exhibit to this form:

 

Exhibit No.   Description
99.1*   Joint Material Fact (fato relevante) disseminated in Brazil by BRF S.A. (“BRF”) and Marfrig Global Foods S.A. (“Marfrig”) on May 15, 2025
99.2*   Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 16, 2025
99.3*   Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 16, 2025
99.4*   Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on May 16, 2025
99.5*   BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on May 16, 2025
99.6*   Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on May 16, 2025
99.8*   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on May 26, 2025
99.9*   Minutes of the meeting of the board of directors of Marfrig held on May 26, 2025
99.10*   Minutes of the meeting of the board of directors of BRF held on May 26, 2025
99.11*   Amended and restated Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 26, 2025
99.12*   Amended Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 26, 2025
99.13*   Amended and restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 26, 2025
99.14   Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on June 4, 2025

 

*Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission.

 

(b)Not applicable.

 

Item 2. Informational Legends

 

Included in document attached hereto as Exhibit 99.1.

 

1

 

 

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

(1) The following document is attached hereto as an exhibit to this form:

 

Exhibit No.   Description
99.7*   Investors’ presentation made available to investors in Brazil by Marfrig and BRF on May 16, 2025

 

* Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission.

 

(2) Not Applicable.

 

(3) Not Applicable.

 

PART III - CONSENT TO SERVICE OF PROCESS

 

(1) Form F-X filed concurrently with the Securities and Exchange Commission on May 16, 2025.

 

(2) Not Applicable.

 

2

 

 

PART IV - SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Marfrig Global Foods S.A.
     
Dated: June 4, 2025 By: /s/ Rui Mendonça Junior
  Name:  Rui Mendonça Junior
  Title: Chief Executive Officer
     
  By: /s/ Tang David
  Name: Tang David
  Title: Chief Financial Officer

 

 

 

3

 

 

Exhibit 99.14

 

This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to financial statements of United States companies.

 

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court’s judgment.

 

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

 

   
  MARFRIG GLOBAL FOODS S.A. BRF S.A.  
  Publicly Traded Company Publicly Traded Company  
  CNPJ/MF No. 03.853.896/0001-40 CNPJ/MF No. 01.838.723/0001-27  
  NIRE 35.300.341.031 NIRE 42.300.034.240  

 

JOINT MATERIAL FACT

 

MARFRIG GLOBAL FOODS S.A. (“Marfrig”) and BRF S.A. (“BRF” and, together with Marfrig, the “Companies”), in compliance with Article 157, Paragraph 4, of Law No. 6,404, dated December 15, 1976, and with Brazilian Securities Commission (Comissão de Valores Mobiliários) Resolution No. 44, dated August 23, 2021, further to the joint material facts disclosed on May 15 and 26, 2025, hereby inform that, on June 3, 2025, the General Superintendence (Superintendência-Geral) of the Brazilian Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica or “CADE”) issued a decision approving, without restrictions, the merger of BRF shares by Marfrig (“Merger”). The approval shall become final after a period of 15 (fifteen) days from its publication, provided there is no declaration from a member of the CADE Tribunal or the filing of any appeals.

 

 

 

 

The Companies will keep their shareholders and the market in general duly informed about significant developments related to the Transaction, in accordance with applicable laws and regulations.

 

São Paulo, June 4, 2025.

    
MARFRIG GLOBAL FOODS S.A.  BRF S.A.
    
Tang David  Fábio Luis Mendes Mariano
Chief Financial Officer and Chief Investor Relations Officer  Chief Financial and Investor Relations Officer

 

IMPORTANT NOTICE

 

This communication is not an offering document and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

 

Investors in American Depositary Shares (“ADSs”) of BRF and holders of common shares of BRF are urged to read the informational document regarding the merger between BRF and Marfrig because it will contain important information.

 

U.S. holders of common shares of BRF are urged to read any informational document or other materials prepared by BRF for common shareholders of BRF regarding the merger because they will contain important information. BRF expects to submit copies of these documents to the U.S. Securities and Exchange Commission (“SEC”) when they are available, and investors and security holders may obtain free copies of these documents and other documents filed by the Companies with the SEC at the SEC’s website at www.sec.gov.

 

A copy of any informational documents prepared for holders of ADRs or U.S. holders of common shares of BRF (when available) may also be obtained for free from Marfrig.

 

This communication contains forward-looking statements. These statements are statements that are not historical facts and are based on the current view and estimates of management of BRF and Marfrig of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates,” “believes,” “estimates,” “expects,” “plans” and similar expressions, as they relate to the Companies, are intended to identify forward-looking statements.

 

Statements regarding the structure and timing of any merger between the Companies, business strategies, future synergies, future costs and future liquidity of the Companies, and pro forma results of operations and financial condition of the Companies are examples of forward-looking statements.

 

Such statements reflect the current views of management and are subject to a number of risks and uncertainties, including economic and market conditions in Brazil and globally, conditions in the industry of the Companies, any regulatory actions relating to the merger, the ability of the Companies to achieve projected synergies and the risk factors outlined by each of the Companies in their filings with the SEC and the Brazilian Securities Commission (CVM). There is no guarantee that the expected events, trends or results will actually occur.

 

Any changes in the assumptions and factors on which these forward-looking statements are based could cause actual results to differ materially from current expectations.