NOTICE TO THE MARKET: Marfrig Announces Commencement of: Offer to Purchase for Cash Any and All of the Outstanding 8.375% Senior Notes due 2018 issued by Marfrig Holdings (Europe) B.V. and 9.500% Senior Notes due 2020 issued by Marfrig Overseas Limited

SÃO PAULO, March 2, 2017 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig" or the "Company"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings" or the "Purchaser"), Marfrig Overseas Limited ("Marfrig Overseas" and together with Marfrig Holdings, the "Issuers"), BB Securities Limited, Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. (together, the "Dealer Managers") today announced the commencement of an offer by the Purchaser to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") any and all of the outstanding (i) 8.375% Senior Notes due 2018 (the "2018 Notes") issued on May 9, 2011 by Marfrig Holdings under an indenture dated May 9, 2011 as supplemented by a supplemental indenture dated June 21, 2016 (the "2018 Offer") and (ii) 9.500% Senior Notes due 2020 (the "2020 Notes" and, together with the 2018 Notes, the "Notes") issued on May 4, 2010 by Marfrig Overseas under an indenture dated May 4, 2010 (the "2020 Offer" and, together with the 2018 Offer, the "Offers").

The Offers are being made by the Purchaser pursuant to the offer to purchase dated March 2, 2017 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"). The principal purpose of the Offers is to acquire for cash any and all of the outstanding 2018 Notes and 2020 Notes.

Any and all 2018 Notes and 2020 Notes validly tendered and not validly withdrawn prior to the Withdrawal Deadline (as defined below) will be purchased by the Purchaser.

The table below summarizes certain payment terms of the Offers:

The Offers will expire at 11:59 P.M., New York City time, on March 29, 2017, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). The early tender deadline for each of the Offers will be 5:00 P.M., New York City time, on March 15, 2017 (such date and time, including as extended or earlier terminated, the "Early Tender Time"). Holders of the 2018 Notes and 2020 Notes must validly tender their Notes at or before the Early Tender Time in order to be eligible to receive the applicable Early Tender Payment in addition to the applicable Purchase Price (as defined below). The Notes tendered may be validly withdrawn at any time at or prior to 5:00 P.M., New York City time, on March 15, 2017 (such date and time, including as extended, the "Withdrawal Deadline"), but not thereafter, except as required by applicable law.

Following the completion of the Offers, the Issuers and Company intend to redeem any 2020 Notes that are not successfully tendered for purchase by the Purchaser pursuant to the 2020 Offer. However, there can be no assurance that the Issuers and the Company will redeem any Notes that remain outstanding following the consummation of the Offers or that a market for any Notes that remain outstanding following the consummation of the Offers will exist or be sustained.

The total consideration for each U.S.$1,000 principal amount of the 2018 Notes is U.S.$1,060.00 (the "2018 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2018 Notes (the "2018 Early Tender Payment") and the 2018 Purchase Price (as defined below). The 2018 Early Tender Payment is payable only to Holders who tender and validly deliver their 2018 Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing 2018 Notes at or before the Early Tender Time will be eligible to receive the 2018 Total Consideration (including the 2018 Early Tender Payment) on a date promptly following the Early Tender Time, which date is expected to be within two business days after the Early Tender Time, but which may change without notice (the "Early Settlement Date"). Holders validly tendering their 2018 Notes after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive U.S.$1,030.00 per U.S.$1,000 principal amount of the 2018 Notes (the "2018 Purchase Price"), namely an amount equal to the 2018 Total Consideration less the 2018 Early Tender Payment, on a date promptly following the Expiration Date, which date is expected to be within one business day after the Expiration Date, but which may change without notice (the "Final Settlement Date"). In addition, Holders whose 2018 Notes are purchased in the 2018 Offer will receive accrued and unpaid interest in respect of their purchased 2018 Notes from the last interest payment date to, but not including, (i) in the case of any 2018 Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date, and (ii) in the case of any 2018 Notes accepted for purchase after the Early Tender Time, the Final Settlement Date, as the case may be.

The total consideration for each U.S.$1,000 principal amount of the 2020 Notes is U.S.$1,027.00 (the "2020 Total Consideration" and, together with the 2018 Total Consideration, the "Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2020 Notes (the "2020 Early Tender Payment" and, together with the 2018 Early Tender Payment, the "Early Tender Payment") and the 2020 Purchase Price (as defined below). The 2020 Early Tender Payment is payable only to Holders who tender and validly deliver their 2020 Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing 2020 Notes at or before the Early Tender Time will be eligible to receive the 2020 Total Consideration (including the 2020 Early Tender Payment) on the Early Settlement Date. Holders validly tendering their 2020 Notes after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive U.S.$997.00 per U.S.$1,000 principal amount of the 2020 Notes (the "2020 Purchase Price" and, together with the 2018 Purchase Price, the "Purchase Prices"), namely an amount equal to the 2020 Total Consideration less the 2020 Early Tender Payment, on the Final Settlement Date. In addition, Holders whose 2020 Notes are purchased in the 2020 Offer will receive accrued and unpaid interest in respect of their purchased 2020 Notes from the last interest payment date to, but not including, (i) in the case of any 2020 Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date, and (ii) in the case of any 2020 Notes accepted for purchase after the Early Tender Time, the Final Settlement Date, as the case may be.

The Offers are conditioned upon, among other things, the pricing on terms satisfactory to the Company (the "Financing Condition") of a concurrent offering of senior notes by MARB BondCo PLC ("MARB") and guaranteed by the Company, Marfrig Holdings and Marfrig Overseas (the "New Notes") to be sold in an offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act") (the "New Offering"). No assurance can be given that the New Offering will be priced on the terms currently envisioned or at all. The New Offering is not conditioned upon the completion of the Offers. The Offers are not conditioned on any minimum participation by the Holders. Additional conditions to the Offers are described under "Conditions to the Offer" in the Offer to Purchase.

Marfrig, Marfrig Overseas and MARB have consented to the Purchaser making the Offers described in the Offer to Purchase.

Information Relevant for All Offers

The Information and Tender Agent for the Offers is D.F. King & Co., Inc. To contact the Information and Tender Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: (866) 796-1290. Additional contact information is set forth below.

Any questions or requests for assistance in relation to the Offers and the Offer Documents may be directed to the Dealer Managers at their respective telephone numbers set forth below or such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. Requests for additional copies of the Offer Documents may be directed to the Information and Tender Agent at the address and telephone numbers set forth above.

Documents relating to the Offers, including the Offer to Purchase and the Letter of Transmittal, are also available at www.dfking.com/marfrig.

The Dealer Managers for the Offers are:

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal, and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of the Issuers, Marfrig, MARB, the Dealer Managers or the Information and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Offers.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The New Offering was not and will not be registered at the Securities and Exchange Commission of Brazil (CVM) and also will not be registered under the Securities Act. Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuers or Marfrig. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, Marfrig's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuers and Marfrig believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Issuers and Marfrig undertake no obligation to update any of its forward-looking statements.

José Eduardo de Oliveira Miron
Investor Relations Department
Marfrig Global Foods S.A.

MARFRIG GLOBAL FOODS S.A.
PUBLIC COMPANY
TAXPAYER ID (CNPJ/MF):
03.853.896/0001-40
(BM&FBOVESPA: MRFG3)

SOURCE Marfrig Global Foods S.A.