UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
Amendment No. 5
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 |
| 99.15* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on June 17, 2025 |
| 99.16 |
|
Final Synthetic Voting Map of extraordinary general meeting of Marfrig |
| 99.17 |
|
Consolidated Synthetic Voting Map of extraordinary general meeting of BRF |
| 99.18 |
|
Material Fact (fato relevante) disseminated in Brazil by BRF on June 17, 2025 |
| * | Previously
furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
Item 2. Informational Legends
Included in document attached hereto as Exhibit
99.1.
PART II – INFORMATION NOT REQUIRED TO
BE SENT TO SECURITY HOLDERS
| (1) |
The following document is attached hereto as an exhibit to this form: |
| * | Previously
furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
PART III - CONSENT TO SERVICE OF PROCESS
| (1) | Form
F-X filed concurrently with the Securities and Exchange Commission on May 16, 2025. |
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 18, 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 99.16
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
MARFRIG GLOBAL FOODS SA
Publicly-held company
CNPJ/MF No. 03.853.896/0001-40
(B3: MRFG3)
FINAL SYNTHETIC VOTING MAP
EXTRAORDINARY GENERAL MEETING
São Paulo, June 17, 2025 –
Marfrig Global Foods SA (“Marfrig” or “Company”), pursuant to Article 46-B, sole paragraph, and Article 46-C,
item II, of the CVM Resolution No. 81, of March 29, 2022, hereby discloses the consolidated synthetic remote voting map for the Extraordinary
General Meeting to be held on June 18, 2025 (“EGM”).
Tang David
Vice President of Finance and DRI
Marfrig Global Foods S.A.
1
IR CONTACTS
Tel: (11) 3796-0000 www.marfrig.com.br/ri e-mail: ri@marfrig.com.br
ANNEX
| Deliberations
of the Extraordinary General Meeting |
| Deliberation
Code |
Description
of the Deliberation |
Vote
/ Deliberation |
Number
of Shares |
%
of total shares |
| 1 |
Approval of the “Protocol and Justification for the Incorporation of Shares Issued by BRF S.A. by Marfrig Global Foods S.A.”, entered into on May 15, 2025 between the Company and BRF S.A. (“BRF”), which establishes the terms and conditions for the incorporation of all shares issued by BRF not held by Marfrig (“Merger of Shares” and “Protocol and Justification”, respectively), under the terms of the Management Proposal. |
Approve |
88.393.554 |
10,59% |
| Reject |
21.844 |
0,00% |
| Abstain |
253.493 |
0,03% |
| 2 |
The approval of the Merger of Shares, the effectiveness of which will be subject to the verification (or waiver, as applicable) of the Condition (as defined in the Protocol and Justification) and the advent of the date on which the Merger of Shares will be considered consummated, as set out in the Protocol and Justification (“Closing Date”) and the terms of the Management Proposal. |
Approve |
88.393.486 |
10,59% |
| Reject |
21.844 |
0,00% |
| Abstain |
253.561 |
0,03% |
| 3 |
Approval of the increase in the Companys share capital, the issuance of common shares issued by the Company, as well as the consequent amendment of the Companys bylaws (“Bylaws”), with delegation to the Companys board of directors of the powers to confirm the effective number of shares to be issued by the Company, in the event of adjustments to the Exchange Ratio (as defined in the Protocol and Justification), within the scope of the Merger of Shares, subject to the verification (or waiver, as the case may be) of the Condition and the advent of the Closing Date, under the terms of the Management Proposal. |
Approve |
86.591.330 |
10,37% |
| Reject |
1.824.040 |
0,22% |
| Abstain |
253.521 |
0,03% |
2
IR CONTACTS
Tel: (11) 3796-0000 www.marfrig.com.br/ri e-mail: ri@marfrig.com.br
| 4 |
Ratification of the appointment of Apsis Consultoria Empresaria Ltda. as the appraisal company responsible for preparing the (a) appraisal report, at market value, of the shares issued by BRF to be incorporated by the Company, within the scope of the Merger of Shares (“Appraisal Report for Merger of Shares”); and (b) appraisal report containing the calculation of the exchange ratio of the shares held by the non-controlling shareholders of BRF, based on the net equity value of the shares of the Company and BRF, with both assets being appraised according to the same criteria and on the same date, at market prices, pursuant to article 264 of the Brazilian Corporations Law (“Appraisal Report 264”), under the terms of the Management Proposal. |
Approve |
88.359.004 |
10,58% |
| Reject |
21.545 |
0,00% |
| Abstain |
288.342 |
0,03% |
| 5 |
The approval of the Appraisal Report for Merger of Shares, under the terms of the Management Proposal. |
Approve |
88.355.397 |
10,58% |
| Reject |
21.542 |
0,00% |
| Abstain |
291.952 |
0,03% |
| 6 |
The approval of the Appraisal Report 264, under the terms of the Management Proposal. |
Approve |
88.350.086 |
10,58% |
| Reject |
21.542 |
0,00% |
| Abstain |
297.263 |
0,04% |
| 7 |
The change of the Companys corporate name, with the consequent change of the Bylaws, subject to the advent of the Closing Date and the completion of the Merger of Shares, under the terms of the Management Proposal. |
Approve |
88.388.454 |
10,59% |
| Reject |
21.543 |
0,00% |
| Abstain |
258.894 |
0,03% |
| |
Consolidation of the Bylaws, subject to the advent of the Closing Date and the completion of the Merger of Shares, under the terms of the Management Proposal. |
Approve |
88.393.212 |
10,59% |
| Reject |
21.545 |
0,00% |
| Abstain |
254.134 |
0,03% |
| |
Authorization to the Companys management to perform all acts necessary to complete the Merger of Shares, under the terms of the Management Proposal. |
Approve |
88.370.171 |
10,59% |
| Reject |
21.843 |
0,00% |
| Abstain |
276.877 |
0,03% |
3
IR CONTACTS
Tel: (11) 3796-0000 www.marfrig.com.br/ri e-mail: ri@marfrig.com.br
Exhibit 99.17
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.
BRF S.A.
PUBLICLY-HELD COMPANY
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 16269-2
CONSOLIDATED SYNTHETIC VOTING MAP
EXTRAORDINARY GENERAL MEETING
Meeting to be held on June 18, 2025
BRF S.A. (“BRF” or “Company”)
(B3: BRFS3; NYSE: BRFS), pursuant to Resolution 81/2022, hereby provides its shareholders with the consolidated synthetic voting map of
the Extraordinary General Meeting to be held on June 18, 2025 (“General Meeting”), which adds the remote votes sent directly
to the Company to the votes cast sent through custody, central depository and bookkeeping agents, as attached.
São Paulo, June 15th, 2025
Fábio Luis Mendes Mariano
Chief Financial and Investor Relations Officer
BRF S.A.
ANNEX
EGM - Extraordinary General Meeting
Consolidated Synthetic Voting Map*
| Protocol and Justification for the Merger of Shares Issued by BRF by Marfrig Global Foods |
Asset |
Approve |
% Total
Approval |
Reject |
% Total
Rejection |
Abstain |
| 1. Approve the “Protocol and Justification for the Incorporation of Shares Issued by BRF S.A. by Marfrig Global Foods S.A.” (“Plan of Merger”), executed on May 15, 2025, between the Company and Marfrig Global Foods S.A. (“MGF”), which sets forth the terms and conditions for the incorporation of all BRF S.A. shares by MGF (except those held by MGF), in the manner provided for in Article 252 of Law No. 6,404/1976 (“Corporation Law”) (“Merger”): |
ON |
135,325,991 |
35.41% |
61,271,356 |
16,03% |
185,558,601 |
| Merger of Shares |
Asset |
Approve |
% Total
Approval |
Reject |
% Total
Rejection |
Abstain |
| 2. Approve the Merger, the effectiveness of which will be conditioned to the verification (or waiver, as applicable) of the Conditions (as defined in the Plan of Merger) and the occurrence of the date on which the Merger will be deemed effective: |
ON |
135,326,051 |
35.41% |
61,271,298 |
16.03% |
185,558,599 |
| Valuation Firm Appointment |
Asset |
Approve |
% Total
Approval |
Reject |
% Total
Rejection |
Abstain |
| 3. To ratify the appointment of Apsis Consultoria Empresarial Ltda., registered with CNPJ/MF under number 08.681.365/000130 and with the CRC/RJ under number 005112/O-9, with its headquarters located at Rua do Passeio, No. 62, 6th floor, Centro, Rio de Janeiro, State of Rio de Janeiro, CEP 20021-290, (“Valuation Firm”), as responsible for the preparation of (a) the appraisal report, at market value, of the BRF shares to be incorporated by MGF, within the scope of the Merger (“Merger Appraisal Report”); and (b) the appraisal report containing the calculation of the exchange ratio of the shares held by the non-controlling shareholders of BRF, based on the market value of the net asset value of the MGF and BRF shares, both assets being valued according to the same criteria and as of December 31, 2024, at market prices, in accordance with Article 264 of the Brazilian Corporate Law (“Article 264 Appraisal Report”). |
ON |
135,398,379 |
35.43% |
61,149,646 |
16.00% |
185,607,923 |
| Merger of Shares Appraisal Report |
Asset |
Approve |
% Total
Approval |
Reject |
% Total
Rejection |
Abstain |
| 4. Approve the Merger Appraisal Report: |
ON |
135,394,786 |
35.43% |
61,149,586 |
16.00% |
185,611,576 |
| Article 264 Appraisal Report |
Asset |
Approve |
% Total
Approval |
Reject |
% Total
Rejection |
Abstain |
| 5. Approve the Article 264 Appraisal Report: |
ON |
135,394,786 |
35.43% |
61,149,586 |
16.00% |
185,611,576 |
| Company’s Management Authorization |
Asset |
Approve |
% Total
Approval |
Reject |
% Total
Rejection |
Abstain |
| 6. Authorize the Company’s management to perform all acts necessary for the consummation of the Merger, including, without limitation, the subscription of the ordinary shares to be issued by MGF on behalf of the BRF shareholders (excluding MGF) on the date of consummation of the Merger, in accordance with Article 252, § 2, of the Brazilian Corporations Law.: |
ON |
134,815,961 |
35.28% |
61,732,166 |
16.15% |
185,607,821 |
| * | The votes on the Map above represent 24% of the total shares
issued by the Company, excluding treasury shares. |
Exhibit 99.18
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.
BRF S.A.
Publicly Traded Company
CNPJ/MF No. 01.838.723/0001-27
NIRE 42.300.034.240
MATERIAL FACT
BRF S.A. (“BRF”), in
compliance with Article 157, paragraph 4, of Law No. 6,404, of December 15, 1976, and the Brazilian Securities Commission (Comissão
de Valores Mobiliários or “CVM”) Resolution No. 44, of August 23, 2021, in addition to the Material Fact released
on this date, hereby inform its shareholders and the market in general that, in compliance with the decision of the Board of the Brazilian
Securities and Exchange Commission (CVM) issued on June 16, 2025, the Extraordinary General Meeting called for June 18, 2025, has been
postponed and will be held after the disclosure of the information requested by CVM.
The Company will keep its shareholders and the
market duly informed about the relevant developments related to this Material Fact, in accordance with the applicable legislation and
regulations.
São Paulo, June 17, 2025.
BRF S.A.
Fábio Luis Mendes Mariano
Chief Financial and Investor Relations Officer