425: JBS N.V. Secures Dual Listing Approvals, Sets Trading Dates for NYSE and B3

JBS N.V. has successfully obtained foreign issuer registration and Level II BDR Program approval, paving the way for its dual listing on the New York Stock Exchange and B3.

Summary

• JBS N.V. (formerly JBS B.V.) has obtained its registration as a foreign issuer and the registration of its Brazilian Depositary Receipts (BDRs) Level II Program before the CVM on May 30, 2025.
• The BDRs have been admitted to trading by B3 S.A. Brasil, Bolsa, Balco.
• The Controlling Shareholders Contributions related to the restructuring are now concluded.
• These approvals fulfill the 'Conditions of Completion' for the dual listing of the company's shares, as approved at the Extraordinary General Meeting held on May 23, 2025.
• The corporate restructuring involves JBS Participaes merging all shares issued by JBS S.A. into it, making JBS S.A. a wholly-owned subsidiary of JBS Participaes.
• Immediately after the merger, JBS Participaes will redeem all Redeemable Shares by delivering 1 (one) BDR for every 1 (one) Redeemable Share.
• The last trading day for JBS S.A.'s common shares on B3 will be June 6, 2025.
• The first trading day for the BDRs of JBS N.V. on B3 will be June 9, 2025.
• Class A Shares (NYSE: JBS) are estimated to begin trading on the NYSE on June 12, 2025.

Sentiment

Score: 8

Explanation: The document announces the successful completion of key regulatory hurdles and sets definitive dates for a major corporate restructuring and dual listing, indicating progress and execution of a strategic initiative. This is a positive step towards accessing broader capital markets.

Positives

• Successful fulfillment of the 'Conditions of Completion' for the Dual Listing.
• JBS N.V. obtained registration as a foreign issuer and approval for its Level II BDR Program from the CVM.
• BDRs have been admitted to trading by B3, indicating readiness for the Brazilian market.
• Controlling Shareholders Contributions are concluded, signifying progress in the restructuring process.
• The dual listing is expected to provide JBS N.V. with access to broader and deeper capital markets, potentially enhancing liquidity and investor base.

Risks

• Risks relating to the completion of the Proposed Transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals.
• Anticipated tax treatment may differ from expectations.
• Unforeseen liabilities could arise.
• Future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, and future prospects may differ materially from forward-looking statements.
• Business and management strategies for the management and expansion and growth of the JBS Group's operations may not achieve expected results.
• Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
• Consequences of material differences in results compared to those anticipated could include business disruption, operational problems, financial loss, and legal liability to third parties, any of which could materially adversely affect the JBS Group's consolidated financial condition, results of operations, or liquidity.

Future Outlook

The JBS Group anticipates the successful completion of the Proposed Transaction, leading to JBS N.V. becoming the ultimate holding company with Class A common shares listed on NYSE and BDRs on B3. The transaction is expected to provide benefits, though specific financial benefits are not detailed in this particular filing.

Management Comments

• "The registration as a foreign issuer and the approval of the Level II BDR Program represent the fulfillment of the Conditions of Completion for the implementation of the Dual Listing of the Company's shares, as approved at the Extraordinary General Meeting held on May 23, 2025."
• Guilherme Perboyre Cavalcanti, Investor Relations Officer, noted that "Statements contained in this Material Fact (or in the documents it incorporates by reference) that are not historical facts or information may be forward-looking statements."

Industry Context

This dual listing strategy is common for large multinational corporations, especially those from emerging markets, seeking to access deeper and more liquid capital markets (like the NYSE) for better valuation, increased investor visibility, and potentially lower cost of capital, while maintaining a presence in their home market. JBS, as a global leader in the food industry, is aligning its corporate structure with its international operational footprint.

Corporate Governance

Related Party Transactions

• The 'Controlling Shareholders Contributions' are now concluded, implying a transaction involving related parties, though specific details are not provided in this document.

Stakeholder Impact

• Shareholders of JBS S.A. will have their common shares on B3 converted into Redeemable Shares, then into BDRs of JBS N.V., with an option to hold Class A Shares directly on NYSE by canceling BDRs.
• ADR Holders will receive corresponding Class A Shares from the ADR Depositary Bank, with JBS S.A. covering the associated fees.
• Investors generally will gain increased access to JBS shares through the dual listing on NYSE and B3, potentially leading to increased liquidity and a broader investor base.

Next Steps

• JBS S.A. shares will cease trading on B3 on June 6, 2025.
• JBS N.V. BDRs will begin trading on B3 on June 9, 2025.
• Class A Shares (NYSE: JBS) are estimated to begin trading on NYSE on June 12, 2025.
• Calculation of fractions of shares will occur on June 10, 2025.
• Delivery of BDRs will occur on June 11, 2025.
• Shareholders can request cancellation of BDRs from June 11, 2025.
• Estimated payment of Cash Dividend on June 16, 2025.
• Fractions of Shares Auction will occur on or after June 16, 2025.
• JBS S.A. will continue to inform shareholders and the market about the Dual Listing in accordance with applicable regulations.

Key Dates

Recommendation

Keywords

JBS, dual listing, corporate restructuring, SEC filing, Form F-4, NYSE, B3, Brazilian Depositary Receipts, BDRs, foreign issuer, JBS N.V., JBS S.A., share merger, redemption, capital markets