JBS statement on Zenda takeover

12 June 2013

The Management of JBS announce, pursuant to CVM Instruction 358 of January 3, 2002, as amended, that on June 7, 2013, they entered into an Agreement for the Purchase and Sale of Equity Interests and Other Covenants ("Agreement"), which established the main terms and conditions for: (i) the divestment by Marfrig of certain equity interests in companies of the group that own the Seara Brasil business unit to JBS (respectively, "Seara Brasil"); and (ii) the divestment by Marfrig of 100% of the capital that it holds in the leather business of the Marfrig Group in Uruguay to JBS ("Zenda").

The aggregate value of Seara Brasil and Zenda was established at R$5.85 billion ($2.73 billion) and will be paid via the assumption by JBS of debt held by Marfrig.

The Agreement is subject to approval by the competent authorities, including Brazil's antitrust agency (Conselho Administrativo de Defesa Econômica - CADE).

The execution of the Agreement aims, on the one hand, to rebalance the capital structure of Marfrig, strengthen its focus in Brazil on its Beef and Distribution business, redirect its strategy on the food service segment and accelerate the growth of its international platform, while, on the other hand, JBS will, once the transaction is concluded, create the second largest processed meat platform in Brazil and enjoy opportunities to capture synergies, in keeping with its strategy to create value and build brands. Both Companies aim to create value for their shareholders through the transaction.

The transaction was approved by the Board of Directors of both Companies.JBS will call an extraordinary shareholders' meeting at an opportune time so that shareholders can take cognizance of and ratify the transaction that is the subject of the Agreement, in compliance with Article 256 of Federal Law 6,404 of December 15, 1976, as amended, and JBS will keep its shareholders informed of whether withdrawal rights apply to the transaction.

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