Marfrig Announces Amendment of: Previously Announced Offer to Purchase Dated January 11, 2021

SÃO PAULO, Jan. 14, 2021 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), MARB BondCo PLC ("MARB"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings"), Marfrig Overseas Limited ("Marfrig Overseas"), HSBC Securities (USA) Inc. (the "Purchaser"), BNP Paribas Securities Corp., Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Santander Investment Securities Inc., Banco BTG Pactual S.A. – Cayman Branch, Banco Safra S.A., acting through its Cayman Islands Branch, Itau BBA USA Securities, Inc., Rabo Securities USA, Inc. and UBS Securities LLC (the "Dealer Managers") today announced an amendment (the "Amendment") to the terms of the previously announced cash tender offers by the Purchaser for up to U.S.$1,250,000,000, on a total cash basis, of the outstanding (i) 6.875% Senior Notes due 2025 (the "2025 Notes") and (ii) 7.000% Senior Notes due 2024 (the "2024 Notes" and, together with the 2025 Notes, the "Notes") as set forth in the offer to purchase dated January 11, 2021 (the "Offer to Purchase") and the related letter of transmittal ( "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"). The Amendment modifies the terms of the Offers with respect to the outstanding 2025 Notes and 2024 Notes to provide that the Aggregate Offer Limit is increased to up to U.S.$1,750,000,000 on a total cash basis (the "Amended Offers").

All other terms set forth in the Offer Documents remain unchanged. Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.

Marfrig, MARB, Marfrig Holdings, Marfrig Overseas and NBM have consented to the Purchaser making the Offers described in the Amendment.

The Information and Tender Agent for the Amended Offers is D.F. King & Co., Inc. To contact the Information and Tender Agent, banks and brokers may call +1 (212) 269-5550, and others may call U.S. toll-free: +1 (800) 290-6424. Additional contact information is set forth below.

Any questions or requests for assistance in relation to the Amended Offers and the Offer Documents may be directed to the Dealer Managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Amended Offers. Requests for additional copies of the Offer Documents may be directed to the Information and Tender Agent at the address and telephone numbers set forth above.

Documents relating to the Amended Offers, including the Offer to Purchase and the Letter of Transmittal, are also available at www.dfking.com/marfrig.

The Dealer Managers for the Amended Offers are:

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Amended Offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal, and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of the Purchaser, Marfrig, MARB, Marfrig Overseas, Marfrig Holdings, NBM, the Dealer Managers or the Information and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Amended Offers.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The New Offering was not and will not be registered at the Securities and Exchange Commission of Brazil (CVM) and also will not be registered under the Securities Act. Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by Marfrig, MARB, Marfrig Holdings, Marfrig Overseas or NBM.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, Marfrig's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Purchaser, Marfrig, MARB, Marfrig Overseas and Marfrig Holdings believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Purchaser, MARB, Marfrig Overseas and Marfrig Holdings undertake no obligation to update any of its forward-looking statements.

Tang David
Investor Relations Department
Marfrig Global Foods S.A.

MARFRIG GLOBAL FOODS S.A.
PUBLIC COMPANY
TAXPAYER ID (CNPJ/MF): 03.853.896/0001-40
(B3: MRFG3)

SOURCE Marfrig Global Foods S.A.