The board of directors of Pilgrim's Pride Corporation (PPC) has formed a special committee of independent directors to review and evaluate the previously announced unsolicited proposal received on August 12, 2021 from JBS S.A. to acquire all of the outstanding shares of common stock of PPC that JBS does not currently own. The purpose of the estimated $1 billion transaction is to delist the company from being publicly traded.
JBS already currently holds 80.21% of PPC's shares through its subsidiaries after becoming the majority owner in 2009 through an $800 million investment.
If accepted, the acquisition will be executed through one of JBS’ subsidiaries in the U.S. and PPC would become its wholly-owned subsidiary.
The proposed transaction aims, specifically, to simplify the corporate structure of JBS and its subsidiaries, maximizing administrative efficiencies, optimizing revenues, and increasing even more its operational and strategic flexibility.
The special PPC committee has retained Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel, and Goldman Sachs & Co. LLC, as financial advisor to assist the special committee in its review and evaluation of the JBS proposal.
The board resolutions establishing the special committee expressly provide that the PPC board of directors will not approve the transaction proposed by JBS without the prior favorable recommendation of the special committee, and that any such transaction will be conditioned on the affirmative vote of a majority of PPC shares that are not held by JBS or its affiliates.
“There can be no assurance that a definitive agreement relating to the JBS proposal will be entered into by PPC, or that any transaction will be consummated,” PPC stated.