SAO PAULO, Nov. 25 /PRNewswire/ -- Bertin S.A. ("Bertin") and Bertin Finance Limited (together with Bertin, the "Issuers") announced today that they are soliciting consents from the holders of U.S.$350,000,000 in aggregate principal amount of their 10.25% Notes due 2016 (the "Notes") to, among other things, amend certain provisions in the indenture governing the Notes (as supplemented and amended from time to time, the "Indenture").

The controlling shareholders of Bertin recently entered into an association agreement with the controlling shareholders of JBS S.A., pursuant to which Bertin is expected to be merged into JBS S.A. If the proposed Bertin/JBS transaction is consummated, JBS S.A., as the surviving entity to the merger with Bertin, will assume, pursuant to the terms of the Indenture, the obligations of the Issuers under the Indenture and the Notes. As a result, if the proposed Bertin/JBS transaction is consummated, the existing covenants in the Indenture, to the extent that such covenants are more restrictive than the covenants in JBS' existing indebtedness, will limit the flexibility of JBS S.A. and its subsidiaries to conduct their respective businesses. The Issuers are seeking Consents from Holders of the Notes to the Proposed Amendments in order to preserve such flexibility.

Holders of the Notes are referred to the Consent Solicitation Statement, dated November 24, 2009, and the related Consent Letter for the detailed terms and conditions of the Solicitation Statement. The Consent Solicitation commenced today and will expire at 5:00 pm (New York City time) on Monday, December 14, 2009, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated by the Issuers, the "Expiration Time").

Only holders of the Notes ("Holders") as shown in the records maintained by The Bank of New York Mellon (as Trustee) at 5:00 p.m., New York City time, on Monday, November 23, 2009 (such date and time, including as such date and time may be changed from time to time, the "Record Date") are entitled to consent to the Proposed Amendments. If a supplement to the Indenture governing the Notes (the "Supplemental Indenture") is executed, Holders of the Notes as of the Record Date that validly deliver their Consents and consent to the Proposed Amendments relating to the Notes prior to the Expiration Time will receive a cash payment within five business days of the Expiration Time equal to U.S.$25.00 per U.S.$1,000 principal amount of Notes in respect of which such Consents to such Proposed Amendments have been validly delivered and not validly revoked (the "Consent Fees"). Holders that deliver Consents will be able to revoke their consent to the Proposed Amendments at any time prior to the execution and delivery of the Supplemental Indenture in accordance with the procedures set forth in the Solicitation Statement and the Consent Letter. The Supplemental Indenture will not become operative until all Consent Fees have been paid.

In order to execute the Supplemental Indenture which includes each of the provisions in the Proposed Amendments, the Issuers must receive consents from Holders as of the Record Date representing at least 66 2/3% in aggregate principal amount of the Notes; provided that if the Issuers receives consents of Holders as of the Record Date of at least a majority of the aggregate principal amount of the Notes prior to or by the Expiration Time, the Issuers may elect, in its their sole discretion, to execute the Supplemental Indenture with the Majority Consent Modifications (as defined below) (such consents from Holders representing at least 66 2/3%, or in the sole discretion of the Issuers, at least a majority, of the aggregate outstanding principal amount of the Notes, the "Required Consents"). The Proposed Amendments, other than the Proposed Amendments amending the "Repurchase of Notes Upon a Change of Control" covenant, including the definitions used therein, are the "Majority Consent Modifications. In addition, the Proposed Amendments will provide that if the Bertin/JBS transaction is not consummated prior to March 12, 2010, then Bertin and its subsidiaries shall thereafter be subject to the covenants and events of default set forth in the Indenture in effect prior to the date that the Supplemental Indenture became operative with respect to future events.

The Issuers reserve the right to modify the Solicitation Statement and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation at any time prior to the execution and delivery of the Supplemental Indenture. The Issuers intend to issue a press release promptly after execution and delivery of the Supplemental Indenture.

The Information Agent for the Consent Solicitation is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY  10005 U.S.A.
Banks and Brokers call:  (212) 269-5550 (collect)
All others call toll-free:  (800) 290-6429
E-mail: bertin@dfking.com

Any questions or requests for assistance or for copies of the Solicitation Statement, the Consent Letter or related documents may be directed to the Information Agent at its telephone number set forth above. A Holder as of the Record Date also may contact the Solicitation Agent at its telephone number set forth below or such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

The Solicitation Agent for the Consent Solicitation is:

Santander
45 East 53rd Street
New York, NY 10022
Attn: Syndicate
Telephone: (212) 407-0995

THIS PRESS RELEASE IS NOT A SOLICITATION OF CONSENTS WITH RESPECT TO ANY NOTES. THE CONSENT SOLICITATION IS BEING MADE SOLELY BY THE SOLICITATION STATEMENT.

Forward-Looking Statements

This press release contains forward-looking statements. These include statements regarding risks and uncertainties, including, but not limited to, statements about the benefits of certain transactions to be undertaken following the Consent Solicitation, financial trends affecting our business, and future projections. These statements are based on the Issuers' and JBS S.A.'s estimates and assumptions and on currently available information. To the extent that the forward-looking statements include information concerning the Issuers' or JBS S.A.'s possible or assumed future results of operations, the Issuers' and JBS S.A.'s actual results may differ significantly from the results discussed. Forward-looking information is intended to reflect opinions as of the date this release was issued, and such information will not necessarily be updated or revised by the Issuers or JBS S.A., whether as a result of new information, future events or otherwise. It should be noted that JBS S.A. is required to file annual and current reports and other information with the Comissao de Valores Mobiliarios, the Brazilian Securities and Exchange Commission, and with the BOVESPA Stock Exchange. For further information on factors which could impact JBS S.A. and the statements contained herein, please refer to these filings.

SOURCE Bertin S.A.; Bertin Finance Limited

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