425: JBS Group Secures Shareholder Approval for Major Corporate Restructuring and Dual NYSE Listing

JBS Group's proposed corporate restructuring and dual listing on the New York Stock Exchange and B3 has received overwhelming shareholder approval, paving the way for JBS N.V. to become the ultimate holding company.

Summary

• The JBS Group is proceeding with its proposed corporate restructuring and dual listing, which will establish JBS N.V. as the ultimate holding company of JBS S.A. and its subsidiaries.
• JBS N.V.'s Class A common shares are set to be listed and traded on the New York Stock Exchange (NYSE), while Brazilian Depositary Receipts (BDRs) representing these shares will be listed and traded on the So Paulo Stock Exchange (B3).
• An Extraordinary General Meeting (EGM) held on May 23, 2025, saw shareholders approve key resolutions essential for the dual listing and restructuring.
• Shareholders ratified the hiring of KPMG AUDITORES INDEPENDENTES to prepare an appraisal report for JBS S.A. shares, with 1,358,831,048 votes in favor.
• The Appraisal Report, based on JBS S.A.'s book value as of December 31, 2024, was approved with 1,358,755,127 votes.
• The Protocol and Justification, outlining the terms and conditions of the Dual Listing, including the Merger of Shares and Redemption, received approval from 1,359,249,364 votes.
• The Merger of Shares, a critical component of the dual listing, was approved with 1,359,255,785 votes.
• A resolution regarding the non-listing of JBS N.V. on the B3 Novo Mercado segment, which will result in JBS S.A. ceasing its shares traded on B3, was approved by 323,519,739 votes, though 278,185,053 rejected and 423,829,976 abstained.
• Management was authorized to take all necessary measures to implement the approved resolutions, with 1,357,920,412 votes in favor.
• A Cash Dividend was declared, approved by 1,357,679,400 votes.

Sentiment

Score: 8

Explanation: The document indicates significant progress and overwhelming shareholder approval for a major strategic corporate restructuring and dual listing, which is generally positive for the company's long-term capital access and market positioning. While there were some dissenting votes on a specific aspect, the core transaction is moving forward.

Positives

• Overwhelming shareholder approval for the corporate restructuring and dual listing demonstrates strong internal support for the strategic move.
• The dual listing on the NYSE is expected to provide JBS Group with broader access to global capital markets, potentially enhancing liquidity and valuation.
• The declaration of a cash dividend is a positive signal to shareholders, indicating a commitment to returning value.

Negatives

• JBS N.V. will not be listed on the B3 Novo Mercado segment, leading to JBS S.A. shares ceasing to trade on B3, which may impact certain Brazilian investors or market participants.
• A notable number of 'Reject' (278,185,053) and 'Abstain' (423,829,976) votes on the resolution concerning JBS N.V.'s non-listing on B3 Novo Mercado suggests some shareholder dissent or indecision regarding this specific aspect of the restructuring.

Risks

• Risks associated with the completion of the Proposed Transaction on anticipated terms and timing, including potential delays or changes.
• Challenges in obtaining all necessary shareholder and regulatory approvals, which could impede or alter the transaction.
• Uncertainties regarding the anticipated tax treatment of the restructuring, which could have financial implications.
• Potential for unforeseen liabilities arising from the corporate restructuring.
• Impact on future capital expenditures, revenues, expenses, earnings, and synergies, which may not materialize as expected.
• Risks related to overall economic performance, indebtedness, financial condition, and potential losses.
• Uncertainties regarding future prospects and the effectiveness of business and management strategies for the expansion and growth of the JBS Group's operations.
• Consequences of material differences between actual results and forward-looking statements, including business disruption, operational problems, financial loss, and legal liability to third parties.

Future Outlook

The JBS Group anticipates the successful completion of the Proposed Transaction, which includes the corporate restructuring and dual listing. This is expected to bring benefits, though the company acknowledges that actual results could differ materially due to various factors, including regulatory approvals, tax treatment, and economic performance.

Management Comments

• Management of the Company is authorized to take all necessary measures to implement the resolutions approved at the EGM, including the Merger of Shares and the resulting subscription of new shares.

Industry Context

This corporate restructuring and dual listing by JBS, a global leader in the food industry, reflects a broader trend among large multinational companies seeking to optimize their capital structure and access deeper, more liquid capital markets, particularly in the United States. Listing on the NYSE can enhance global visibility, attract a wider investor base, and potentially improve valuation multiples compared to solely domestic listings.

Corporate Governance

Stakeholder Impact

• Shareholders of JBS S.A. will be directly impacted as their holdings will be restructured under JBS N.V., with shares or BDRs listed on NYSE and B3 respectively.
• Brazilian investors who currently trade JBS S.A. shares on B3 will need to adjust to the new trading structure as JBS S.A. shares will cease trading on B3.

Next Steps

• Implementation of the approved resolutions from the Extraordinary General Meeting, including the Merger of Shares.
• Subscription of new shares to be issued by JBS Participaes as a result of the Merger of Shares on behalf of the Company's shareholders.

Key Dates

Keywords

JBS, corporate restructuring, dual listing, NYSE, B3, SEC filing, Form 425, F-4, shareholder meeting, voting results, merger of shares, appraisal report, cash dividend