UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form CB

 

Amendment No. 11

 

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
99.19*   Marfrig’s Minutes of the Extraordinary General Meeting opened and suspended on June 18, 2025
99.20*   Material Fact (fato relevante) disseminated in Brazil by Marfrig on June 18, 2025
99.21*   Final Detailed Voting Map of extraordinary general meeting of Marfrig
99.22*   Material Fact (fato relevante) disseminated in Brazil by Marfrig on June 23, 2025
99.23*   Second Amended to Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on June 23, 2025
99.24*   Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on June 23, 2025
99.25*   Call Notice for BRF’s Extraordinary General Shareholders’ Meeting made available to investors in Brazil by BRF on June 23, 2025
99.26*   Amended and Restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on June 23, 2025
99.27*   Amended and Restated Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on June 23, 2025

 

1

 

99.28*   Material Fact (fato relevante) disseminated in Brazil by Marfrig on July 11, 2025
99.29*   Material Fact (fato relevante) disseminated in Brazil by BRF on July 11, 2025
99.30*   Material Fact (fato relevante) disseminated in Brazil by Marfrig on July 15, 2025
99.31*   Third Amended to Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on July 15, 2025
99.32*   Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on July 15, 2025
99.33*   Minutes of the meeting of the board of directors of Marfrig held on July 14, 2025
99.34*   Call Notice for BRF’s Extraordinary General Shareholders’ Meeting made available to investors in Brazil by BRF on July 15, 2025
99.35*   Amended and Restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on July 15, 2025
99.36*   Minutes of the meeting of the board of directors of BRF held on July 14, 2025
99.37*   Amended and Restated Remote Voting Ballot of BRF made available to investors in Brazil by BRF on July 15, 2025
99.38*   Consolidated Synthetic Voting Map of extraordinary general meeting of BRF made available to investors by BRF on August 2, 2025
99.39   Consolidated synthetic voting map of extraordinary general meeting of Marfrig made available to investors by Marfrig on August 4, 2025
99.40   Material Fact (fato relevante) disseminated in Brazil by BRF’s on August 5, 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.

 

2

 

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.

 

3

 

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: August 5, 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

 

 

4

 

 

Exhibit 99.39

 

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 SA Publicly held company CNPJ/MF No. 03.853.896/0001 - 40 (B3: MRFG3) SYNTHETIC VOTING MAP EXTRAORDINARY GENERAL MEETING INITIATED AND SUSPENDED ON JUNE 18, 2025, AND TO BE RESUMED AND CONCLUDED ON AUGUST 05, 2025 São Paulo, August 04 , 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 August 04 , 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 2 IR CONTACTS Tel: (11) 3796 - 0000 www.marfrig.com.br/ri e - mail: ri@marfrig.com.br Deliberations of the Extraordinary General Meeting Deliberation Code Description of the Deliberation 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 . 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 . % of total shares Number of Shares Vote / Deliberation 7,95% 66.331.907 Approve 0,00% 350 Reject 0,03% 254.796 Abstain 7,95% 66.331.558 Approve 0,00% 459 Reject 0,03% 255.036 Abstain Approve 65.642.176 7,86% 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 . 0,08% 690.081 Reject 0,03% 254.796 Abstain

 

 

4 3 IR CONTACTS Tel: (11) 3796 - 0000 www.marfrig.com.br/ri e - mail: ri@marfrig.com.br 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 Abstain Reject 66.323.181 263.413 459 7,94% 0,00% 0,03% 7,94% 66.323.233 Approve The approval of the Appraisal Report for 0,00% 459 Reject 5 Merger of Shares, under the terms of 0,03% 263.361 Abstain the 7,94% 66.322.978 Approve 0,00% 459 Reject The approval of the Appraisal Report 264, 6 under the terms of the Management Proposal. 0,03% 263.616 Abstain 7,95% 66.330.442 Approve The change of the Companys corporate name, with the consequent change of the 0,00% 1.455 Reject Bylaws, subject to the advent of the Closing Date and the completion of the Merger of 7 03% Abstain Shares, under the terms of the 0 255.156 Management Proposal. 7,95% 66.331.547 Approve 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 . 0,00% 350 Reject 8 0,03% 255.156 Abstain 7,95% 66.331.547 Approve Authorization to the Companys management to perform all acts necessary to complete the Merger of Shares, under the terms of the Management Proposal . 0,00% 350 Reject 9 0,03% 255.156 Abstain

 

Exhibit 99.40

 

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” or “Company”), in compliance with Article 157, Paragraph 4, of Law No. 6,404, dated December 15, 1976, and with Brazilian Securities Exchange Commission (Comissão de Valores MobiliáriosCVM”) Resolution No. 44, dated August 23, 2021, hereby inform its shareholders and the market in general that the Company’s shareholders approved on this date, at an Extraordinary General Meeting (“EGM”), the merger of BRF shares by Marfrig Global Foods S.A. (“Marfrig”) (“Merger”), under the terms of the “Plan of Merger of BRF S.A. Shares by Marfrig Global Foods S.A.”, executed on May 15, 2025, as amended on May 26, 2025 (“Plan of Merger”), and the Company’s Management Proposal submitted to the EGM.

 

The completion of the Merger is subject to the approval of the transaction at Marfrig’s extraordinary general meeting, to be held on the present date, and is also subject to the satisfaction (or waiver, as the case may be) of the Conditions and the occurrence of the Closing Date, as provided for in the Plan of Merger.

 

The Company will keep its shareholders and the market in general duly informed about relevant developments related to the Merger, in accordance with applicable legislation and regulations.

 

São Paulo, August 05, 2025.

 

BRF S.A.
Fábio Luis Mendes Mariano
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 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.