425: JBS S.A. Advances Dual Listing Strategy with Extraordinary General Meeting

JBS S.A. is taking steps towards its proposed dual listing by convening an Extraordinary General Meeting (EGM) to seek shareholder approval for the corporate restructuring.

Summary

• JBS S.A. is progressing with its plan for a dual listing, aiming to list JBS N.V.'s Class A common shares on the New York Stock Exchange and Brazilian Depositary Receipts on the So Paulo Stock Exchange (B3).
• An Extraordinary General Meeting (EGM) is scheduled for May 23, 2025, to obtain shareholder approval for the proposed corporate restructuring.
• The dual listing aims to adapt JBS S.A.'s corporate structure to its global operations, unlock the value of its shares, and expand investment capacity.
• The company believes the dual listing will strengthen corporate governance, increase visibility among global investors, broaden access to investors, increase equity funding flexibility, and reduce the cost of capital.
• The current operating and managerial structure of JBS S.A. will not be materially changed by the transaction.
• Shareholders are encouraged to participate in the EGM and vote on the agenda items, which are interdependent and interconnected.
• The EGM agenda includes ratifying the hiring of KPMG to prepare an appraisal report, examining the appraisal report and protocol, resolving on the merger of shares, and authorizing management to implement the resolutions.
• A cash dividend is also up for consideration at the EGM.

Sentiment

Score: 7

Explanation: The document conveys a positive outlook regarding the dual listing and its potential benefits for JBS S.A., but also acknowledges the inherent risks associated with forward-looking statements.

Positives

• The dual listing is expected to unlock the value of JBS S.A.'s shares.
• The company anticipates increased investment capacity and improved conditions for growth and competition.
• Corporate governance is expected to be strengthened through the dual listing.
• Increased visibility among the global investor community is anticipated.
• The company expects to broaden its access to a wider base of investors.
• The dual listing should increase flexibility to use equity as a source of funding.
• A reduction in the cost of capital is expected.

Risks

• The document contains forward-looking statements that are subject to uncertainty and changes in circumstances.
• Actual results could differ materially from the forward-looking statements due to various factors, including risks related to the completion of the Proposed Transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management and expansion and growth of the JBS Groups operations.
• Business disruption, operational problems, financial loss, and legal liability to third parties could result from material differences in results compared to those anticipated in the forward-looking statements.

Future Outlook

The company anticipates that the dual listing will enable JBS S.A. to better reflect its global presence and international operations, implement its growth strategy, improve its ratings, and maximize value to its shareholders.

Management Comments

• Our team is committed to supporting shareholders by providing access to meeting materials and clarifying any questions related to the voting process.
• The Dual Listing aims to create a structure that enables JBS S.A. to better reflect its global presence and its international operations, as well as to implement its growth strategy in order to improve its ratings and maximize value to its shareholders.

Industry Context

Dual listings are often pursued by companies seeking to access larger pools of capital and increase their visibility to international investors. This move aligns with a trend of global companies seeking to tap into both US and local markets.

Comparison to Industry Standards

• Other global meat processors such as Tyson Foods and WH Group are primarily listed in the US and Hong Kong, respectively.
• A dual listing would allow JBS to be directly compared to companies listed on the NYSE, potentially leading to a higher valuation if investors perceive the company as undervalued on the Brazilian exchange.
• The success of the dual listing will depend on factors such as investor appetite for JBS shares, the regulatory environment in both the US and Brazil, and the company's ability to effectively manage its operations across multiple jurisdictions.

Stakeholder Impact

• Shareholders are expected to benefit from the potential unlocking of value and increased investment capacity.
• Employees are not expected to experience material changes in their roles or responsibilities.
• The company anticipates strengthening its relationships with investors and expanding its access to capital.

Next Steps

• Shareholders will vote on the proposed dual listing at the Extraordinary General Meeting on May 23, 2025.
• Management will take necessary measures to implement the resolutions approved at the EGM, including the merger of shares and subscription of new shares.
• JBS B.V. will be renamed JBS N.V. upon its conversion into a public limited liability company under Dutch law at a future date.

Key Dates

Keywords

dual listing, JBS S.A., corporate restructuring, EGM, shareholders, NYSE, B3, investment, governance, capital