JBS S.A. Announces Commencement Of Tender Offer By JBS Finance II Ltd. For 8.25% Notes Due 2018

SAO PAULO, Dec. 3, 2014 /PRNewswire/ -- JBS S.A. ("JBS") announced today that JBS Finance II Ltd. (the "Company"), a wholly-owned financing subsidiary of JBS, has commenced a cash tender offer (the "Tender Offer") for any and all of the Company's outstanding U.S.$900,000,000 aggregate principal amount of 8.25% Notes due 2018 (the "Notes"). The Tender Offer is being made pursuant to an Offer to Purchase, dated December 3, 2014, and the related Letter of Transmittal (together, the "Offer Documents"), which contain detailed information concerning the terms of the Tender Offer.

The deadline for holders to validly tender Notes and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m., New York City time, on December 16, 2014, unless extended by the Company (such date and time, as the same may be extended, the "Early Tender Payment Deadline"). The Tender Offer will expire at 12:00 Midnight, New York City time, on December 31, 2014, unless extended by the Company (such date and time, as the same may be extended, the "Expiration Time"). Notes that have been validly tendered pursuant to the Tender Offer may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on December 16, 2014, unless extended by the Company (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter, except as may be required by applicable law.

The total consideration to be paid for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Payment Deadline and not validly withdrawn at or prior to the Withdrawal Deadline will be U.S.$1,047.25 (the "Total Consideration"). The Total Consideration includes a payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment") payable only in respect of Notes validly tendered at or prior to the Early Tender Payment Deadline. Holders validly tendering Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$1,017.25 per U.S.$1,000 principal amount of Notes (the "Tender Offer Consideration"), which is an amount equal to the Total Consideration less the Early Tender Payment. In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the applicable settlement date for their Notes ("Accrued Interest").

Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.

(1)  The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered after the Early Tender Payment Deadline but at or prior to the Expiration Time and accepted for purchase, not including Accrued Interest.

(2)  The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase, not including Accrued Interest. The Total Consideration includes an Early Tender Payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes.

The Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer Documents, including, among others, a financing condition as described in the Offer Documents. In addition, subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer at any time or (ii) otherwise amend the Tender Offer in any respect at any time and from time to time. The Company further reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. The Company is making the Tender Offer only in those jurisdictions where it is legal to do so. 

BofA Merrill Lynch is acting as dealer manager for the Tender Offer and can be contacted at (888) 292-0070 (U.S. toll free) or (980) 388-3646 (collect) with questions regarding the Tender Offer. Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer.  Requests for copies of the Offer Documents should be directed to D.F. King at (866) 751-6315 (toll free), (212) 269-5550 (collect) or [email protected].

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer is being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of JBS or its subsidiaries. No recommendation is made as to whether holders should tender their Notes. Holders should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Tender Offer.

About JBS

JBS is the world's largest animal protein company and processes, prepares, packages and delivers fresh, further processed and value-added beef, pork, lamb and poultry products in approximately 150 countries on five continents.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to JBS and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and JBS undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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SOURCE JBS S.A.