JBS S.A. Commences Change of Control Offer for its 9.375% Senior Notes Due 2011

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Jan 28, 2010, 08:00 ET

SAO PAULO, Jan. 28 /PRNewswire/ -- JBS S.A. (the “Company”) today announced that it has commenced a change of control offer for any and all of its outstanding $275.0 million in aggregate principal amount of 9.375% Senior Notes due 2011 (the “Notes”). The change of control offer is being made pursuant to the Company’s obligations under the indenture governing the Notes, which requires the Company to make an offer to purchase the Notes following a “Change of Control” (as defined in the indenture governing the Notes). A “Change of Control” occurred on December 31, 2009 as a result of the Company’s merger with Bertin S.A., which caused the controlling shareholders to cease to own more than 50% of the outstanding voting stock of the Company.

The change of control offer will expire at 12:00 midnight, New York City time, on February 26, 2010, unless extended or earlier terminated (the “Expiration Date”). The terms of the change of control offer are described in an Offer to Purchase dated January 28, 2010, which will be distributed to holders of the Notes.

As required by the indenture and the Notes, the purchase price is equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest. The payment date will be within five business days following the Expiration Date.

The Company has retained D.F. King & Co., Inc. to act as Depositary and Information Agent in connection with the change of control offer. Questions regarding how to tender the Notes subject to the change of control offer and requests for the Offer to Purchase and other documents may be made to D.F. King & Co., Inc. by telephone at 800-578-5378. The Company has retained BB Securities Limited to act as Dealer Manager in connection with the change of control offer.

This announcement does not constitute an offer to buy, or a solicitation of an offer to sell, the Notes. No recommendation is made by the Company as to whether or not holders of the Notes should tender their Notes pursuant to the change of control offer. The change of control offer is being made only by means of the Offer to Purchase dated January 28, 2010.

About JBS S.A.

JBS is currently the world’s largest beef producer, with a global production and distribution platform, and the world’s largest exporter of fresh beef and processed beef in terms of net export sales revenue and sales volumes.

SOURCE JBS S.A.