425: JBS S.A. Announces Agreement Between Shareholders Regarding Dual Listing

JBS S.A. updates shareholders on an agreement between J&F Investimentos S.A. and BNDES PARTICIPAES S.A. concerning potential remuneration related to the dual listing.

Summary

• JBS S.A. has announced an agreement between its shareholders, J&F Investimentos S.A. (J&F) and BNDES PARTICIPAES S.A. (BNDESPar), regarding the proposed dual listing.
• The agreement stipulates a structure for potential remuneration to BNDESPar if certain expected share price appreciation following the dual listing is not met.
• This protection is valid until December 31, 2026, and the potential remuneration is capped at R$ 500 million.
• BNDESPar, holding 20.8% of JBS's total share capital, will abstain from voting on the dual listing at the extraordinary general meeting of shareholders.
• The decision on the approval of the dual listing will be left to the other private minority shareholders.
• JBS will continue to update the market on the progress of the dual listing implementation.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The announcement is informative and describes an agreement between shareholders. While the agreement suggests some uncertainty about future share price performance, it also provides protection for a major shareholder.

Positives

• The agreement provides some protection to BNDESPar, a significant minority shareholder, in the event of underperformance of JBS's share price following the dual listing.
• BNDESPar's abstention from voting on the dual listing allows other minority shareholders to make the decision.
• JBS is keeping the market informed about the progress of the dual listing.

Negatives

• The agreement suggests some uncertainty regarding the expected share price appreciation following the dual listing.
• The potential remuneration to BNDESPar could be viewed as a cost associated with the dual listing.

Risks

• The dual listing may not achieve the expected share price appreciation.
• The agreement between J&F and BNDESPar could be subject to further negotiation or modification.
• The dual listing is subject to shareholder approval.

Future Outlook

The company will keep the market updated on the developments and progress of the Dual Listing implementation.

Management Comments

• Guilherme Perboyre Cavalcanti, Global CFO and Investor Relations Officer, signed the material fact announcement.

Industry Context

Dual listings are often pursued to access larger pools of capital and increase a company's visibility to international investors. The agreement between shareholders highlights the complexities and negotiations that can arise during such transactions.

Comparison to Industry Standards

• Comparable companies that have pursued dual listings include ArcelorMittal (listed in Amsterdam and New York) and BHP Group (listed in London and Australia).
• The structure of the agreement between J&F and BNDESPar is unique and reflects the specific circumstances of JBS's shareholder base.
• The R$ 500 million cap on potential remuneration is a significant amount, but it is relatively small compared to the overall market capitalization of JBS.

Related Party Transactions

• The agreement between J&F Investimentos S.A. and BNDES PARTICIPAES S.A. is a related party transaction.

Stakeholder Impact

• Shareholders: The agreement could impact the value of their shares depending on the success of the dual listing and the potential remuneration to BNDESPar.
• Employees: The dual listing could lead to increased opportunities for the company and its employees.
• Customers and Suppliers: The dual listing is unlikely to have a direct impact on customers and suppliers.

Next Steps

• JBS will convene an extraordinary general meeting of shareholders to vote on the dual listing.
• The company will continue to update the market on the progress of the dual listing implementation.

Key Dates

Keywords

Dual Listing, JBS, Shareholders, BNDESPar, Remuneration, J&F Investimentos, Minority Shareholders