Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
2016年6月7日 - 7:03PM
Edgar (US Regulatory)
Filed by JBS S.A.
Pursuant to Rules 165 and 425 of the Securities Act of 1933
Subject Company: JBS S.A.
Commission
File No.: 333-155412
THE FOLLOWING ARE MATERIALS MADE PUBLIC BY JBS S.A. RELATING TO ITS CORPORATE REORGANIZATION.
Forward-Looking Statements
This
document contains certain statements, including estimates, projections, statements relating to business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, that are forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. The forward-looking statements
contained in this document may include statements about the expected effects on JBS S.A. and JBS Foods International in connection with the proposed reorganization of JBS S.A. (the
Proposed Reorganization
), the anticipated timing
and benefits of the Proposed Reorganization, and JBS S.A. and JBS Foods Internationals anticipated financial results, and also include all other statements in this document that are not purely historical information. These forward-looking
statements are generally identified by the words anticipate, believe, estimate, expect, future, intend, may, opportunity, outlook,
plan, project, should, strategy, will, would, will be, will continue, will likely result and similar expressions. These statements are based
on the current expectations of the management of JBS S.A. and are subject to uncertainty and to changes in circumstances. In addition, these statements are based on a number of assumptions that are subject to change. Many factors could cause actual
results to differ materially from these forward-looking statements with respect to the Proposed Reorganization, including risks relating to the completion of the Proposed Reorganization 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, expansion and growth of the new combined companys operations, JBS S.As ability to effectively and efficiently transfer portions of its business to JBS Foods International, and the
risk that disruptions from the Proposed Reorganization will harm JBS S.A.s business. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could
include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on JBS S.A.s and JBS Foods Internationals
consolidated financial condition, results of operations or liquidity. Forward-looking statements included herein are made as of the date hereof, and neither JBS S.A. nor JBS Foods International undertakes any obligation to update publicly such
statements to reflect subsequent events or circumstances.
Important Notices and Additional Information
In connection with the Proposed Reorganization, JBS Foods International intends to file a registration statement on Form F-4 containing a
prospectus with the U.S. Securities and Exchange Commission (the
SEC
). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PARTIES AND THE PROPOSED REORGANIZATION. Investors and security holders may obtain a free copy of the prospectus and other documents filed by JBS Foods International (in each case when available) with the SEC at the SECs
web site at http://www.sec.gov. Free copies of these documents and other filings with the SEC may also be obtained from the respective companies by directing a written request to JBS S.A. at Av. Marginal Direita do Tietê, 500 - Vila Jaguara,
São Paulo - SP, 05118-100, Brazil, Attention: Jeremiah OCallaghan, or through the e-mail ir@jbs.com.br.
This communication
shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
EXHIBIT INDEX
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Exhibit
Number
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Description of Document
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1
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Notice to the Market, dated June 6, 2016 (English translation).
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