Notice to BRF Brasil Foods S.A.'s Shareholders
2009年9月19日 - 7:38AM
PRニュース・ワイアー (英語)
End of Period for the Exercise of Withdrawal Rights SAO PAULO,
Sept. 18 /PRNewswire-FirstCall/ -- The management of BRF Brasil
Foods S.A. (formerly known as Perdigao S.A., "BRF" - BOVESPA:
PRGA3; NYSE: PDA) and Sadia S.A. ("SADIA" - BOVESPA: SDIA3 e SDIA4;
NYSE: SDA; LATIBEX: XSDI; and, together with BRF, the "Companies"),
hereby announces that on September 18, 2009, the period has expired
for the exercise of withdrawal rights regarding SADIA's common
shares as a consequence of the shareholder's resolution that
approved the merger of SADIA's shares by BRF, according to the 1st
paragraph of Article 137 of Law No. 6.404/76 ("Merger of Shares").
(Logo: http://www.newscom.com/cgi-bin/prnh/20090710/SPF002LOGO ) We
hereby announce that withdrawal rights regarding SADIA's common
shareholders were not exercised during the relevant period. The
approved exchange ratio provides that SADIA's shareholders will
receive, in exchange for each common and preferred share, 0.132998
common, book entry, without par value share, issued by BRF. BRF's
shares that are not allocated in whole to each of SADIA's
shareholders will be sold on the BM&FBOVESPA S.A. - Bolsa de
Valores, Mercadorias e Futuros ("BM&FBOVESPA") in an auction,
dividing the proceeds, proportionally, between the owners of
fractions of shares. SADIA's shareholders who own positions
resulting in fractions and who have already indicated bank accounts
for the deposit of dividends will have the proceeds of the sale of
such fractions immediately credited to the same bank accounts
within 30 (thirty) business days from the receipt of funds arising
from the disposal of shares corresponding to these fractions on the
BM&F BOVESPA. For those that have not indicated a bank account
or have an outdated record, the amount corresponding to the sale
shall remain available on the Itau Corretora de Valores S.A., as of
the same date, which will make payment upon presentation of the
relevant identification or ownership documentation, as the case may
be. SADIA's shareholders who own positions resulting in fractions
of shares and whose positions are deposited on BM&FBOVESPA
shall receive the proceeds from the sale of such shares through
their custodial agents. Considering that the period for the
exercise of withdrawal rights has expired, the management of the
Companies hereby announces that they will not exercise the rights
provided in the 3rd paragraph of Article 137 of Law No. 6.404/76,
thereby confirming the Merger of Shares and causing the
shareholders' resolutions on the Merger of Shares to take definite
effect. The last trading day of Sadia shares on the Bovespa and
Sadia ADSs on the NYSE will be on September 21, 2009. September 22,
2009 will be the first trading day of Brasil Foods' newly issued
shares on the Bovespa and BRF ADSs, (representing newly issued
shares of BRF) on the the NYSE under the ticker symbol PDA. Also,
as of September 22, 2009, SADIA will delist from Nivel 1, a special
corporate governance level of BMF&BOVESPA S.A. SADIA's shares
will also delist from the NYSE (SDA) and Madrid Stock Exchange
(Latibex: XSDI). Leopoldo Viriato Saboya Jose Luis Magalhaes
Salazar CFO and Investor Relations Officer CFO and Investor
Relations Officer BRF - BRASIL FOODS S.A. SADIA S.A. IMPORTANT
NOTICE This communication is not an offering document and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. Investors
in American Depositary Shares ("ADSs") of SADIA and holders of
preferred shares of SADIA are urged to read the informational
document regarding the association between SADIA and BRF because it
will contain important information. U.S. holders of common shares
of SADIA are urged to read any informational document or other
materials prepared by BRF for common shareholders of Sadia
regarding the association because they will contain important
information. BRF expects to submit copies of these documents to the
U.S. Securities and Exchange Commission ("SEC") when they are
available, and investors and security holders may obtain free
copies of these documents and other documents filed by the
Companies with the SEC at the SEC's website at http://www.sec.gov/.
A copy of any informational documents prepared for holders of ADRs
or U.S. holders of common or preferred shares of Sadia (when
available) may also be obtained for free from BRF. This
communication contains forward-looking statements. These statements
are statements that are not historical facts and are based on the
current view and estimates of management of SADIA and BRF of future
economic circumstances, industry conditions, company performance
and financial results. The words "anticipates," "believes,"
"estimates," "expects," "plans" and similar expressions, as they
relate to the Companies, are intended to identify forward-looking
statements. Statements regarding the structure and timing of any
association between the Companies, business strategies, future
synergies, future costs and future liquidity of the Companies, and
pro forma results of operations and financial condition of the
Companies are examples of forward-looking statements. Such
statements reflect the current views of management and are subject
to a number of risks and uncertainties, including economic and
market conditions in Brazil and globally, conditions in the
industry of the Companies, any regulatory actions relating to the
association, the ability of the Companies to achieve projected
synergies and the risk factors outlined by each of the Companies in
their filings with the SEC and the Brazilian Comissao de Valores
Mobiliarios (CVM). There is no guarantee that the expected events,
trends or results will actually occur. Any changes in the
assumptions and factors on which these forward-looking statements
are based could cause actual results to differ materially from
current expectations. Edina Biava Investor Relations Manager BRF -
Brasil Foods +011-55-11-3718-5791 +011-55-11-3718-5301
+011-55-11-3718-5306
http://www.newscom.com/cgi-bin/prnh/20090710/SPF002LOGO
http://photoarchive.ap.org/ DATASOURCE: BRF Brasil Foods S.A.
CONTACT: Edina Biava, Investor Relations Manager, BRF - Brasil
Foods, +011-55-11-3718-5791, +011-55-11-3718-5301, or
+011-55-11-3718-5306
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