|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
|
PILGRIMS PRIDE CORP (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
JBS USA HOLDING LUX S.A R.L. 21, Avenue de la Gare, Luxembourg Grand-Duchy of Luxembourg, N4, 1611 352262749 Guilherme Cavalcanti JBS N.V, Stroombaan 16, 5th Floor Amstelveen, P7, 1181VX 31206564700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/18/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Wesley Mendonca Batista | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,450,659.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Joesley Mendonca Batista | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,450,659.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
J&F S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
J&F Investments Luxembourg S.a r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS N.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS Participacoes Societarias S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS Investments Luxembourg S.a r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS Global Luxembourg S.a r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS Global Meat Holdings Pty. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS USA Holding Lux S.a r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS USA Foods Group Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS USA Food Company Holdings | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
JBS Wisconsin Properties, LLC I.R.S. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
WISCONSIN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
195,445,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
PILGRIMS PRIDE CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
1770 Promontory Circle, Greeley,
COLORADO
, 80634-9038. | |
Item 1 Comment:
This Amendment No. 11 (this "Amendment No. 11") amends and supplements the Statement on Schedule 13D (the "Statement") previously filed with the Securities and Exchange Commission (the "SEC") on January 7, 2010, as amended on November 8, 2010, on January 3, 2012, on March 1, 2012, on March 7, 2012, on March 13, 2012, on December 28, 2015, on December 30, 2015, on August 13, 2021, February 18, 2022 and October 28, 2024, with respect to Common Stock, par value $0.01 per share (the "PPC Common Stock"), of Pilgrim's Pride Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Statement is hereby amended and replaced in its entirety as follows:
This Statement is being filed jointly by:
(1) Wesley Mendonca Batista;
(2) Joesley Mendonca Batista;
(3) J&F S.A. (formerly J&F Investimentos S.A.) ("J&F"), a Brazilian corporation (sociedade anonima);
(4) J&F Investments Luxembourg S.a r.l. ("J&F Investments Lux"), a private limited liability company (societe a responsabilite limitee) under the laws of Luxembourg;
(5) JBS N.V. ("JBS"), a public limited liability company (naamloze vennootschap) incorporated and existing under the laws of the Netherlands;
(6) JBS Participacoes Societarias S.A. ("JBS Par"), a Brazilian corporation (sociedade anonima);
(7) JBS S.A. ("JBS Brazil"), a Brazilian corporation (sociedade anonima);
(8) JBS Investments Luxembourg S.a r.l. ("JBS Investments Lux"), a private limited liability company (societe a responsabilite limitee) under the laws of Luxembourg;
(9) JBS Global Luxembourg S.a r.l. ("JBS Global Lux"), a private limited liability company (societe a responsabilite limitee) under the laws of Luxembourg;
(10) JBS Global Meat Holdings Pty. Ltd. ("JBS Global Meat"), an Australian proprietary limited company;
(11) JBS USA Holding Lux S.a r.l. ("JBS USA Holding Lux"), a private limited liability company (societe a responsabilite limitee) under the laws of Luxembourg;
(12) JBS USA Foods Group Holdings, Inc. (formerly JBS Luxembourg Company S.a r.l.) ("JBS USA Foods Group"), a Delaware corporation;
(13) JBS USA Food Company Holdings ("JBS USA FC Holdings"), a Delaware corporation; and
(14) JBS Wisconsin Properties, LLC ("JBS Wisconsin"), a Wisconsin limited liability company.
Each of Wesley Mendonca Batista, Joesley Mendonca Batista, J&F, J&F Investments Lux, JBS, JBS Par, JBS Brazil, JBS Investments Lux, JBS Global Lux, JBS Global Meat, JBS USA Holding Lux, JBS USA Foods Group, JBS USA FC Holdings and JBS Wisconsin is a "Reporting Person" and, collectively, the "Reporting Persons".
Set forth in Schedules I through XII included in Exhibit 99.1 to this Amendment No. 11 and incorporated herein by reference (collectively, the "Schedules"), are the (a) name, (b) citizenship, (c) residence or business address and (d) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted with respect to each of the directors and executive officers, to the extent applicable, of each Reporting Person who is not a natural person. | |
| (b) | Item 2(b) of the Statement is hereby amended and replaced in its entirety as follows:
(1) Wesley Mendonca Batista's business address is Avenida Marginal Direita do Tiete, 500, Bloco I, Vila Jaguara, 05118-100, Sao Paulo, SP, Brazil.
(2) Joesley Mendonca Batista's business address is Avenida Marginal Direita do Tiete, 500, Bloco I, Vila Jaguara, 05118-100, Sao Paulo, SP, Brazil.
(3) J&F has its principal office at Avenida Marginal Direita do Tiete, 500, Bloco I, Vila Jaguara, 05118-100, Sao Paulo, SP, Brazil.
(4) J&F Investments Lux has its principal office at 21, Avenue de la Gare, 1611, Luxembourg, Grand-Duchy of Luxembourg.
(5) JBS has its principal office at Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands.
(6) JBS Par has its principal office at Avenida Marginal Direita do Tiete, 500, Bloco I, Vila Jaguara, 05118-100, Sao Paulo, SP, Brazil.
(7) JBS Brazil has its principal office at Avenida Marginal Direita do Tiete, 500, Bloco I, Vila Jaguara, 05118-100, Sao Paulo, SP, Brazil.
(8) JBS Investments Lux has its principal office at 21, Avenue de la Gare, 1611, Luxembourg, Grand-Duchy of Luxembourg.
(9) JBS Global Lux has its principal office at 21, Avenue de la Gare, 1611, Luxembourg, Grand-Duchy of Luxembourg.
(10) JBS Global Meat has its principal office at Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands.
(11) JBS USA Holding Lux has its principal office at 21, Avenue de la Gare, 1611, Luxembourg, Grand-Duchy of Luxembourg.
(12) JBS USA Foods Group has its principal office at 1770 Promontory Circle, Greeley, Colorado 80634-9038.
(13) JBS USA FC Holdings has its principal office at 1770 Promontory Circle, Greeley, Colorado 80634-9038.
(14) JBS Wisconsin has its principal office at 1770 Promontory Circle, Greeley, Colorado 80634-9038.
Set forth in the Schedules are the (a) name, (b) citizenship, (c) residence or business address and (d) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted with respect to each of the directors and executive officers, to the extent applicable, of each Reporting Person who is not a natural person. | |
| (c) | Item 2(c) of the Statement is hereby amended and replaced in its entirety as follows:
(1) Wesley Mendonca Batista's principal occupation is vice-chairman and shareholder of J&F and board member of other companies of the companies controlled by J&F (including JBS N.V. and the Reporting Persons that are subsidiaries of JBS N.V.) (collectively, the "J&F Group").
(2) Joesley Mendonca Batista's principal occupation is chairman and shareholder of J&F and board member of other companies of the J&F Group.
(3) J&F's principal business is, directly or through subsidiaries, operating across a range of industries, including power, food, pulp, mining, cosmetics, hygiene and cleaning products. Messrs. Joesley Mendonca Batista and Wesley Mendonca Batista indirectly own 100% of the capital stock of J&F and equally share voting and investment powers and the right to receive the economic benefit of the shares held by J&F.
(4) J&F Investments Lux's principal business is holding shares of JBS. All of the issued and outstanding shares of J&F Investments Lux are owned by J&F.
(5) JBS's principal business is, directly and indirectly, holding companies that prepare, package and deliver fresh and frozen, value-added and branded beef, poultry, pork, fish, lamb and egg products to leading retailers and foodservice customers around the world. J&F Investments Lux is JBS's controlling shareholder.
(6) JBS Par's principal business is holding shares of JBS Brazil. All of the issued and outstanding shares of JBS Par are owned by JBS.
(7) JBS Brazil's principal business is, directly or through subsidiaries, preparing, packaging and delivering fresh and frozen, value-added and branded beef, poultry, pork, fish, lamb and egg products to leading retailers and foodservice customers around the world. All of the issued and outstanding shares of JBS are owned by JBS Par.
(8) JBS Investments Lux's principal business is holding shares of JBS Global Lux. All of the issued and outstanding shares of JBS Investments Lux are owned by JBS Brazil.
(9) JBS Global Lux's principal business is holding certain indirect subsidiaries of JBS Investments Lux. All of the issued and outstanding shares of JBS Global Lux are owned by JBS Investments Lux.
(10) JBS Global Meat's principal business is holding all of the issued and outstanding share capital of JBS USA Holding Lux. All of the issued and outstanding shares of JBS Global Meat are owned by JBS Global Lux.
(11) JBS USA Holding Lux's principal business is holding certain indirect subsidiaries of JBS Global Meat. All of the issued and outstanding shares of JBS USA Holding Lux are owned by JBS Global Meat.
(12) JBS USA Foods Group's principal business is holding all of the issued and outstanding stock of JBS USA FC Holdings. All of the issued and outstanding shares of JBS USA Foods Group are owned by JBS USA Holding Lux.
(13) JBS USA FC Holdings's principal business is, directly and indirectly, holding companies that prepare, package and deliver fresh and frozen, value-added and branded beef, poultry, pork, fish, lamb and egg products to leading retailers and foodservice customers around the world. All of the issued and outstanding stock of JBS USA FC Holdings is owned by JBS USA Foods Group.
(14) JBS Wisconsin's principal business is holding shares of the Issuer, a company that is primarily engaged in the production, processing, marketing and distribution of fresh, frozen and value-added chicken and pork products to retailers, distributors and foodservice operators. All of the issued and outstanding membership interests of JBS Wisconsin are owned by JBS USA FC Holdings.
Set forth in the Schedules are the (a) name, (b) citizenship, (c) residence or business address and (d) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted with respect to each of the directors and executive officers, to the extent applicable, of each Reporting Person who is not a natural person. | |
| (d) | During the last five years, none of the Reporting Persons or, to the best of the Reporting Persons' knowledge, none of the persons listed in the Schedules, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The information "Item 7. Major Shareholders and Related Party Transactions--A. Major Shareholders--Civil and Criminal Actions and Investigations involving our Ultimate Controlling Shareholders" in the Annual Report on Form 20-F of JBS N.V. filed with the SEC on March 25, 2026 is incorporated by reference herein. Except as described therein, during the last five years, none of the Reporting Persons or, to the best of the Reporting Persons' knowledge, none of the persons listed in the Schedules, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Item 2(f) of the Statement is hereby amended and replaced in its entirety as follows:
Messrs. Joesley Mendonca Batista and Wesley Mendonca Batista are individuals with Brazilian citizenship.
Set forth in the Schedules are the (a) name, (b) citizenship, (c) residence or business address and (d) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted with respect to each of the directors and executive officers, to the extent applicable, of each Reporting Person who is not a natural person. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented by the addition of the following:
JBS proposes to acquire all of the outstanding shares of PPC Common Stock that are not owned by JBS or its affiliates for a fixed exchange ratio of 2.086 Class A common shares, par value (euro)0.01 per share, of JBS ("JBS Class A common shares") per share of PPC Common Stock. The information set forth in Item 4 of this Statement is hereby incorporated by reference in this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented by the addition of the following:
On August 18, 2026, JBS delivered to the Issuer's board of directors a letter setting forth a non-binding proposal to acquire all of the outstanding shares of PPC Common Stock that are not owned by JBS or its affiliates (the securities identified pursuant to Item 1 of this Schedule 13D) for a fixed exchange ratio of 2.086 JBS Class A common shares per share of PPC Common Stock (the "Proposal").
JBS provided in the Proposal that it expects that a fully empowered special committee comprised solely of independent and disinterested directors appointed by the Issuer's board of directors (the "Special Committee") will consider the Proposal and make a recommendation to the Issuer's board of directors. The Proposal provides that JBS will not move forward with such proposed transaction unless the proposed transaction is approved by the Special Committee, advised by independent legal and financial advisors.
JBS has also provided in the Proposal that it expects that the creation of the Special Committee and the approval of the transaction contemplated by the Proposal will be approved by the Issuer's "equity directors" pursuant to the applicable provisions of the Issuer's Amended and Restated Certificate of Incorporation. In addition, the Proposal provides that the definitive transaction documentation will include a condition requiring the approval of a majority of the votes cast by the shares of PPC Common Stock that are not owned by JBS or its affiliates.
The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the shares of PPC Common Stock from the Nasdaq Global Select Market and deregistration under Section 12(g) of the Act, and other material changes in the Issuer's business or corporate structure.
No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving JBS (or any other Reporting Person) and the Issuer will be consummated, or, if a transaction is undertaken, as to its terms or timing. JBS reserves the right to modify or withdraw the Proposal at any time. JBS reserves the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.
The above description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the complete text of the Proposal, which is attached hereto as Exhibit 99.3 to this Amendment No.11 and is incorporated herein by reference. On August 18, 2026, JBS issued a press release in connection with the Proposal, a copy of which is filed as Exhibit 99.4 to this Amendment No. 11 and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Statement is hereby amended and replaced in its entirety as follows:
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 11 and the information set forth in Item 4 of this Statement are hereby incorporated by reference in this Item 5(a). As a result of the ownership structure and other relationships described in Item 2 of the Statement, each of the Reporting Persons is the beneficial owner of 195,445,936 shares of PPC Common Stock (constituting approximately 82.1% of the shares of PPC Common Stock outstanding), of which JBS Wisconsin is the direct beneficial owner. In addition, each of Messrs. Joesley Mendonca Batista and Wesley Mendonca Batista may be deemed to beneficially own 4,723 shares of PPC Common Stock underlying restricted stock units ("RSUs") (constituting less than 0.1% of the shares of PPC Common Stock outstanding), which would vest upon his departure from the Issuer's board of directors. Each RSU represents a contingent right to receive one share of PPC Common Stock, of which each of Messrs. Joesley Mendonca Batista and Wesley Mendonca Batista would be the sole beneficial owner.
The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person other than Messrs. Joesley Mendonca Batista and Wesley Mendonca Batista is based on 238,108,524 shares of PPC Common Stock outstanding as of June 28, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of Messrs. Joesley Mendonca Batista and Wesley Mendonca Batista is based on 238,108,524 shares of PPC Common Stock, which include an additional 4,723 shares of PPC Common Stock underlying RSUs.
Except as disclosed in this Statement, none of the Reporting Persons or, to the best of the Reporting Persons' knowledge, none of the persons listed in the Schedules, beneficially owns any shares of PPC Common Stock or has the right to acquire any shares of PPC Common Stock.
As of the date hereof, each Reporting Person disclaims beneficial ownership of the shares reported on this Statement, except to the extent of such Reporting Person's respective pecuniary interest therein. | |
| (b) | Item 5(b) of the Statement is hereby amended and replaced in its entirety as follows:
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 11 and the information set forth in Item 4 of this Statement are hereby incorporated by reference in this Item 5(b). As a result of the ownership structure and other relationships described in Item 2 of the Statement, each of the Reporting Persons has shared voting and dispositive power with the other Reporting Persons over 195,445,936 shares of PPC Common Stock. Each of Messrs. Joesley Mendonca Batista and Wesley Mendonca Batista reports an additional 4,723 shares of PPC Common Stock underlying RSUs, which vest upon his departure from the Issuer's board of directors. Each RSU represents a contingent right to receive one share of PPC Common Stock, over which each of Messrs. Joesley Mendonca Batista and Wesley Mendonca Batista would have sole voting and dispositive power.
Except as disclosed in this Statement, none of the Reporting Persons or, to the best of the Reporting Persons' knowledge, none of the persons listed in the Schedules, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the shares of PPC Common Stock that they may be deemed to beneficially own. | |
| (c) | Item 5(c) of the Statement is hereby amended and replaced in its entirety as follows:
Except as described herein, none of the Reporting Persons or, to the best of their knowledge, none of the persons listed in the Schedules, has effected any transaction in any of the shares of PPC Common Stock during the past 60 days.
On April 29, 2026, each of Messrs. Joesley Mendonca Batista and Wesley Mendonca Batista was granted 1,927 RSUs of the Issuer at no cost. The RSUs vest upon his departure from the Issuer's board of directors, and each RSU represents a contingent right to receive one share of the Issuer's Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Describe any contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including any class of such issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings, or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Schedules.
99.2 Joint Filing Agreement, dated as of August 18, 2026, among the Reporting Persons.
99.3 Proposal letter, dated August 18, 2026, from JBS N.V. to the board of directors of the Issuer.
99.4 Press release, issued August 18, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 99.1
SCHEDULE I
Name, business address and present principal occupation or
employment of the directors and executive officers of
J&F S.A.
|
DIRECTORS |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Joesley Mendonça Batista | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Chairman of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Wesley Mendonça Batista | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Vice-Chairman of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| José Batista Sobrinho | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Director of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Francisco Sergio Turra | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Director of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Gelson Luiz Merisio | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Director of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Orlando Octávio de Freitas Junior | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Director of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Henrique de Campos Meirelles | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Director of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. |
|
EXECUTIVE OFFICERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Aguinaldo Gomes Ramos Filho | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Chief Executive Officer of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Fernando Storchi | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Chief Financial Officer of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Francisco de Assis e Silva | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Chief Legal Officer of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Eduardo Navarro Antonello | Brazil |
Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil
|
Power and Gas President of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Sergio Roberto Caldas Junior | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Hygiene, Beauty and Cleaning President of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Carmine de Siervi Neto | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Pulp, Paper and Logistics President of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. | |||
| Darlan José Carvalho | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Mining President of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule I. |
2
SCHEDULE II
Name, business address and present principal occupation or
employment of the directors and executive officers of
J&F Investments Luxembourg S.à r.l.
|
MANAGERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Aguinaldo Gomes Ramos Filho | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Chief Executive Officer of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II. | |||
| André Alcantara Ocampos | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Officer of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule II. |
3
SCHEDULE III
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS N.V.
|
DIRECTORS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Jeremiah O’ Callaghan | Ireland | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Chairman of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III. | |||
| Gilberto Tomazoni | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Executive Director and Global CEO of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
| |||
| Wesley Mendonça Batista | Brazil |
Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil
|
Vice-Chairman of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
| |||
| Joesley Mendonça Batista | Brazil |
Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil
|
Chairman of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III. |
| Kátia Regina de Abreu Gomes | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Director of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
|
4
|
DIRECTORS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted |
| Paulo Bernardo Silva | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Director of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
| |||
| Carlos Hamilton Vasconcelos Araújo | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Director of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
| |||
| Henrique de Campos Meirelles | Brazil |
Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil
|
Director of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III.
| |||
| Raul Alfredo Padilla | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Director of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III. |
5
|
EXECUTIVE OFFICERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Gilberto Tomazoni | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Executive Director and Global CEO of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III. | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule III. |
6
SCHEDULE IV
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS Participações Societárias S.A.
|
DIRECTORS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Gilberto Tomazoni | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Executive Director and Global CEO of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule IV. | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule IV. | |||
| Eliseo Santiago Perez Fernandez | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule IV. |
7
SCHEDULE V
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS S.A.
|
DIRECTORS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Wesley Mendonça Batista | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Vice-Chairman of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V. | |||
| Joesley Mendonça Batista | Brazil | Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil |
Chairman of J&F S.A.
Information concerning the principal business and principal address of J&F S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V. | |||
| Gilberto Tomazoni | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Executive Director and Global CEO of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V. | |||
| Carlos Hamilton Vasconcelos Araújo | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Director of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V. |
8
|
EXECUTIVE OFFICERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Gilberto Tomazoni | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Executive Director and Global CEO of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V. | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V. | |||
| Eliseo Santiago Perez Fernandez | Brazil |
Avenida Marginal Direita do Tietê, 500, Bloco I, Vila Jaguara, 05118-100, São Paulo, SP, Brazil
|
Officer of JBS S.A.
Information concerning the principal business and principal address of JBS S.A., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V. | |||
| Wesley Mendonça Batista Filho | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
CEO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule V. |
9
SCHEDULE VI
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS Investments Luxembourg S.à r.l.
|
MANAGERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VI. | |||
| Lucas Carracedo Menezes | Spain | 21, Avenue de la Gare, 1611, Luxembourg, Grand-Duchy of Luxembourg |
Manager of JBS Investments Luxembourg S.à r.l.
Information concerning the principal business and principal address of JBS Investments Luxembourg S.à r.l., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VI. |
10
SCHEDULE VII
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS Global Luxembourg S.à r.l.
|
MANAGERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VII. | |||
| Lucas Carracedo Menezes | Spain | 21, Avenue de la Gare, 1611, Luxembourg, Grand-Duchy of Luxembourg |
Manager of JBS Investments Luxembourg S.à r.l.
Information concerning the principal business and principal address of JBS Investments Luxembourg S.à r.l., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VII. |
11
SCHEDULE VIII
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS Global Meat Holdings Pty. Ltd.
|
DIRECTORS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VIII. | |||
| Jose Marinho | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Director of JBS Global Meat Holdings Pty. Ltd.
Information concerning the principal business and principal address of JBS Global Meat Holdings Pty. Ltd., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VIII. | |||
| Gilberto Tomazoni | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Executive Director and Global CEO of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VIII. | |||
| Juliano Jubileu | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Director of JBS Global Meat Holdings Pty. Ltd.
Information concerning the principal business and principal address of JBS Global Meat Holdings Pty. Ltd., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VIII. | |||
| Giovani Soares | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Director of JBS Global Meat Holdings Pty. Ltd.
Information concerning the principal business and principal address of JBS Global Meat Holdings Pty. Ltd., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VIII. | |||
| Lucas Ebram Vilhena de Moraes | Brazil | Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands |
Director and Legal Manager of JBS Global Meat Holdings Pty. Ltd.
Information concerning the principal business and principal address of JBS Global Meat Holdings Pty. Ltd., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule VIII. |
12
SCHEDULE IX
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS USA Holding Lux S.à r.l.
|
MANAGERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule IX. | |||
| Lucas Carracedo Menezes | Spain | 21, Avenue de la Gare, 1611, Luxembourg, Grand-Duchy of Luxembourg |
Manager of JBS Investments Luxembourg S.à r.l.
Information concerning the principal business and principal address of JBS Investments Luxembourg S.à r.l., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule IX. |
13
SCHEDULE X
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS USA Foods Group Holdings, Inc.
|
DIRECTORS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X. | |||
| Wesley Mendonça Batista Filho | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CEO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X. | |||
| Victor Machado | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CFO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X. |
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|
EXECUTIVE OFFICERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Wesley Mendonça Batista Filho | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CEO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X. | |||
| Victor Machado | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CFO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X. | |||
| Diego Pirani | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Treasurer of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X. | |||
| Kimberly Pryor | United States of America | 1770 Promontory Circle, Greeley, CO 80634 |
Secretary of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X. | |||
| James Hubler | United States of America | 1770 Promontory Circle, Greeley, CO 80634 |
Assistant Secretary of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule X. |
15
SCHEDULE XI
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS USA Food Company Holdings
|
DIRECTORS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI. | |||
| Wesley Mendonça Batista Filho | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CEO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI. | |||
| Victor Machado | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CFO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI. |
16
|
EXECUTIVE OFFICERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Wesley Mendonça Batista Filho | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CEO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI. | |||
| Victor Machado | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CFO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI. | |||
| Diego Pirani | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Treasurer of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI. | |||
| Kimberly Pryor | United States of America | 1770 Promontory Circle, Greeley, CO 80634 |
Secretary of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI. | |||
| James Hubler | United States of America | 1770 Promontory Circle, Greeley, CO 80634 |
Assistant Secretary of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XI. |
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SCHEDULE XII
Name, business address and present principal occupation or
employment of the directors and executive officers of
JBS Wisconsin Properties, LLC
|
DIRECTORS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Guilherme Perboyre Cavalcanti | Brazil |
Stroombaan 16, 5th Floor, 1181 VX, Amstelveen, Netherlands
|
Global CFO and Investor Relations Officer of JBS N.V.
Information concerning the principal business and principal address of JBS N.V., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII. | |||
| Wesley Mendonça Batista Filho | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CEO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII. | |||
| Victor Machado | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CFO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII. |
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|
EXECUTIVE OFFICERS Name |
Citizenship | Residence or Business Address | Present Principal Occupation or Employment and Name; Principal Business and Principal Address of Organization In Which Employment Is Conducted | |||
| Wesley Mendonça Batista Filho | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CEO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII. | |||
| Victor Machado | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Director and CFO of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII. | |||
| Diego Pirani | Brazil | 1770 Promontory Circle, Greeley, CO 80634 |
Treasurer of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII. | |||
| Kimberly Pryor | United States of America | 1770 Promontory Circle, Greeley, CO 80634 |
Secretary of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII. | |||
| James Hubler | United States of America | 1770 Promontory Circle, Greeley, CO 80634 |
Assistant Secretary of JBS USA Foods Group Holdings, Inc.
Information concerning the principal business and principal address of JBS USA Foods Group Holdings, Inc., set forth in Item 2 of this Statement, is incorporated herein by reference in this Schedule XII. |
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Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto and statements on Schedule 13D or Schedule 13G) with respect to the shares of Common Stock, par value $0.01 per share, of Pilgrim’s Pride Corporation, and that this agreement may be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning the undersigned or contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 18, 2026.
| Wesley Mendonça Batista | |||
| /s/ Wesley Mendonça Batista | |||
| Joesley Mendonça Batista | |||
| /s/ Joesley Mendonça Batista | |||
| J&F S.A. | |||
| By: | /s/ Aguinaldo Gomes Ramos Filho | ||
| Name: | Aguinaldo Gomes Ramos Filho | ||
| Title: | Officer | ||
| By: | /s/ Fernando Storchi | ||
| Name: | Fernando Storchi | ||
| Title: | Officer | ||
| J&F Investments Luxembourg S.à r.l. | |||
| By: | /s/ Aguinaldo Gomes Ramos Filho | ||
| Name: | Aguinaldo Gomes Ramos Filho | ||
| Title: | Category A Manager | ||
| By: | /s/ André Alcantara Ocampos | ||
| Name: | André Alcantara Ocampos | ||
| Title: | Category B Manager | ||
| JBS N.V. | |||
| By: | /s/ Guilherme Perboyre Cavalcanti | ||
| Name: | Guilherme Perboyre Cavalcanti | ||
| Title: | Global CFO and Investor Relations Officer | ||
| By: | /s/ Wesley Mendonça Batista Filho | ||
| Name: | Wesley Mendonça Batista Filho | ||
| Title: | Attorney-in-fact | ||
| JBS Participações Societárias S.A. | |||
| By: | /s/ Guilherme Perboyre Cavalcanti | ||
| Name: | Guilherme Perboyre Cavalcanti | ||
| Title: | Director | ||
| JBS S.A. | |||
| By: | /s/ Guilherme Perboyre Cavalcanti | ||
| Name: | Guilherme Perboyre Cavalcanti | ||
| Title: | Officer | ||
| By: | /s/ Wesley Mendonça Batista Filho | ||
| Name: | Wesley Mendonça Batista Filho | ||
| Title: | Officer | ||
| JBS Investments Luxembourg S.à r.l. | |||
| By: | /s/ Guilherme Perboyre Cavalcanti | ||
| Name: | Guilherme Perboyre Cavalcanti | ||
| Title: | Category A Manager | ||
| By: | /s/ Lucas Carracedo Menezes | ||
| Name: | Lucas Carracedo Menezes | ||
| Title: | Category B Manager | ||
| JBS Global Luxembourg S.à r.l. | |||
| By: | /s/ Guilherme Perboyre Cavalcanti | ||
| Name: | Guilherme Perboyre Cavalcanti | ||
| Title: | Category A Manager | ||
| By: | /s/ Lucas Carracedo Menezes | ||
| Name: | Lucas Carracedo Menezes | ||
| Title: | Category B Manager | ||
| JBS Global Meat Holdings Pty. Ltd. | |||
| By: | /s/ Lucas Ebram Vilhena de Moraes | ||
| Name: | Lucas Ebram Vilhena de Moraes | ||
| Title: | Director | ||
| By: | /s/ Guilherme Perboyre Cavalcanti | ||
| Name: | Guilherme Perboyre Cavalcanti | ||
| Title: | Director | ||
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| JBS USA Holding Lux S.à r.l. | |||
| By: | /s/ Guilherme Perboyre Cavalcanti | ||
| Name: | Guilherme Perboyre Cavalcanti | ||
| Title: | Category A Manager | ||
| By: | /s/ Lucas Carracedo Menezes | ||
| Name: | Lucas Carracedo Menezes | ||
| Title: | Category B Manager | ||
| JBS USA Foods Group Holdings, Inc. | |||
| By: | /s/ Wesley Mendonça Batista Filho | ||
| Name: | Wesley Mendonça Batista Filho | ||
| Title: | Chief Executive Officer | ||
| JBS USA Food Company Holdings | |||
| By: | /s/ Wesley Mendonça Batista Filho | ||
| Name: | Wesley Mendonça Batista Filho | ||
| Title: | Chief Executive Officer | ||
| JBS Wisconsin Properties, LLC | |||
| By: | /s/ Wesley Mendonça Batista Filho | ||
| Name: | Wesley Mendonça Batista Filho | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.3
August 18, 2026
VIA EMAIL:
Board of Directors
Pilgrim’s Pride Corporation
1770 Promontory Circle
Greeley, CO 80634
Dear Members of the Board of Directors:
JBS N.V. (“we” or “JBS”) is pleased to submit this proposal to acquire all of the outstanding shares of common stock of Pilgrim’s Pride Corporation (the “Company” or “PPC”) that are not owned by JBS or its affiliates for a fixed exchange ratio of 2.086 JBS Class A common shares for each PPC share of common stock (the “Proposal”), based on the JBS and PPC closing share prices on August 18, 2026 of $13.66 and $28.49, respectively.
The business combination offers potential benefits to PPC stockholders, including, among others:
| ● | Continued participation in PPC’s business performance as part of a larger, more diversified global multi-protein and prepared foods platform. |
| ● | Participation, through their ownership of JBS shares, in the potential benefits of a simplified organizational structure, including savings resulting from the elimination of PPC’s standalone public company costs and more flexible and efficient capital allocation across the group. |
| ● | Access to greater trading liquidity of JBS Class A common shares, which benefit from a larger market capitalization and broader institutional investor base than PPC’s current minority public float. |
We wish to emphasize that, in our capacity as a stockholder of the Company, we are only interested in acquiring the shares of the Company that we or our affiliates do not currently own, and accordingly we have no interest in a disposition or sale of our current holding in the Company. In addition, we have no interest in participating in an alternative change of control transaction involving the Company. In our capacity as a stockholder of the Company, neither we nor any of our affiliates would vote in favor of any alternative sale, merger or similar transaction involving the Company.
Given our existing ownership position and familiarity with PPC, our Proposal is not subject to any due diligence condition and we are positioned to move expeditiously to complete mutually acceptable definitive transaction documentation. We do not anticipate material regulatory or other hurdles to consummate a transaction, and our Proposal does not require approval by our shareholders. JBS’s Board of Directors has unanimously authorized the submission of this Proposal.
It is our expectation that a fully empowered special committee of independent directors who are determined by the Company’s Board of Directors to be disinterested with respect to the Proposal, and appointed by the Company’s Board of Directors, will consider our Proposal and make a recommendation to the Company’s Board of Directors (the “Special Committee”). We will not move forward with the Proposal unless it is approved by the Special Committee, advised by independent legal and financial advisors. We also expect that the creation of the Special Committee and the approval of any transaction will be approved by the Company’s “equity directors” pursuant to the applicable provisions of the Company’s Amended and Restated Certificate of Incorporation. In addition, we expect that the definitive transaction documentation will include a condition requiring the approval of a majority of the votes cast by the shares of PPC common stock that are not owned by JBS or its affiliates.
This Proposal is not a binding offer or agreement and is an expression of interest only, and we reserve the right to withdraw or modify our Proposal in any respect at any time. No legal obligation with respect to this Proposal or any transaction shall arise unless and until mutually acceptable definitive transaction documentation is executed by JBS and PPC.
We look forward to the opportunity to work with the Special Committee to move quickly towards a successful transaction. We are available at your convenience to discuss any aspects of our Proposal.
Sincerely,
JBS N.V.
| By: | /s/ Guilherme Perboyre Cavalcanti | |
| Guilherme Perboyre Cavalcanti | ||
| Global Chief Financial Officer and Investor Relations Officer |
Exhibit 99.4
JBS Announces Proposal to Acquire Remaining Publicly Traded Shares of Pilgrim’s Pride Corporation
Subject to Approval of Independent and Disinterested
Special Committee of PPC Board of Directors and
Votes Cast by Holders of the Majority of Unaffiliated PPC Shares
Amstelveen, Netherlands, August 18, 2026 – JBS N.V. (“JBS,” “we” or “us”) (NYSE: JBS; B3: JBSS32) today announced that it has submitted a non-binding proposal to the Board of Directors of Pilgrim’s Pride Corporation (NASDAQ: PPC) (“PPC”) to acquire all of the outstanding shares of common stock of PPC that are not owned by JBS or its affiliates for a fixed exchange ratio of 2.086 JBS Class A common shares for each PPC share of common stock (the “Proposed Transaction”), based on the JBS and PPC closing share prices on August 18, 2026 of $13.66 and $28.49, respectively. JBS currently owns approximately 82% of PPC’s common stock.
Jeremiah O’Callaghan, Chairman of the JBS Board of Directors, said, “For over 16 years, JBS and PPC have worked together as PPC has expanded its operations, strengthened its global presence and significantly grown revenue. We believe this proposal offers PPC stockholders the opportunity to continue participating in PPC’s future performance through ownership of JBS shares, with exposure to a larger and more diversified global business. Our long-standing relationship with PPC and familiarity with its team and operations should support continuity for employees, customers and business partners throughout the process. We look forward to engaging constructively with the special committee of PPC’s board of directors and its advisors as they evaluate the proposal.”
JBS believes the business combination offers potential benefits to PPC stockholders, including, among others:
| ● | Continued participation in PPC’s performance: PPC stockholders will benefit from continued participation in PPC’s business performance as part of a larger, more diversified global multi-protein and prepared foods platform. |
| ● | Simplified organizational structure: PPC stockholders would participate, through their ownership of JBS shares, in the potential benefits of a simplified organizational structure, including savings resulting from the elimination of PPC’s standalone public company costs and more flexible and efficient capital allocation across the group. |
| ● | Access to greater trading liquidity of JBS Class A common shares: PPC stockholders would receive shares of JBS, which has a larger market capitalization and broader institutional investor base than PPC’s current minority public float. |
Proposed Transaction Details
The Proposed Transaction is subject to the approval of a special committee of independent and disinterested directors expected to be appointed by the PPC Board of Directors, advised by independent legal and financial advisors.
In addition, JBS expects that the Proposed Transaction will also require the approval of a majority of the votes cast by the shares of PPC common stock that are not owned by JBS or its affiliates, as well as customary closing conditions. The Proposed Transaction does not require approval by JBS shareholders.
Following completion of the Proposed Transaction, shares of PPC common stock would no longer be quoted on Nasdaq and shares of PPC common stock would be deregistered.
Advisors
Citi is serving as financial advisor, White & Case LLP is serving as legal advisor and Collected Strategies is serving as strategic communications advisor to JBS.
Forward-Looking Statements
This communication contains certain statements that are not historical facts and are forward-looking statements within the meaning of the U.S. federal securities laws with respect to a proposal which JBS has made to acquire all of the outstanding shares of common stock of PPC that are not owned by JBS or its affiliates (the “Proposed Transaction”), including, without limitation, statements regarding the anticipated benefits of the Proposed Transaction to PPC stockholders. These forward-looking statements generally are identified by the words “estimate,” “project,” “forecast,” “plan,” “believe,” “may,” “expect,” “anticipate,” “intend,” “planned,” “potential,” “could,” “will” and similar terms, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: uncertainties as to whether an agreement in respect of the Proposed Transaction will be negotiated and executed; uncertainties as to whether PPC will cooperate with JBS regarding the Proposed Transaction and whether PPC’s board of directors and any special committee thereof will endorse the Proposed Transaction; uncertainties as to whether the other conditions to the Proposed Transaction will be satisfied; the timing of the Proposed Transaction and whether the Proposed Transaction will be completed; failure to realize contemplated synergies and other benefits from the Proposed Transaction; incurrence of significant costs in connection with the Proposed Transaction; changes in general economic conditions, the global protein and prepared foods industries, stock market trading conditions, foreign exchange rates, tax law requirements, or government regulation; and changes in the market position, businesses, financial condition, results of operations or prospects of JBS and/or PPC.
The foregoing list of factors is not exhaustive. Additional information concerning these and other factors can be found in JBS’s and PPC’s filings with the U.S. Securities and Exchange Commission (“SEC”), including JBS’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 20-F and Current Reports on Forms 8-K and 6-K, which may be obtained free of charge from JBS’s website https://ir.jbsglobal.com/ and PPC’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which may be obtained free of charge from PPC’s website https://ir.pilgrims.com/. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and JBS undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication shall not constitute an offer to buy or the solicitation of an offer to sell 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
2
Additional Information and Where to Find It
This communication relates to the Proposed Transaction. In furtherance of this Proposed Transaction and subject to future developments, JBS and, if a negotiated transaction is agreed, PPC, as applicable, may file a registration statement, a proxy statement, a tender offer statement or other documents with the SEC. This communication is not a substitute for any registration statement, proxy statement, tender offer statement or other document JBS and/or PPC may file with the SEC in connection with the Proposed Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT OR TENDER OFFER STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JBS, PPC AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC by JBS and/or PPC free of charge at www.sec.gov or from JBS.
Participants in Solicitation
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC should the Proposed Transaction go forward. Nonetheless, JBS and its affiliates and their directors and executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the holders of PPC common stock with respect to the Proposed Transaction. Information about such parties and a description of their interests will be included in the materials that JBS expects will be filed by JBS and/or PPC with the SEC should the Proposed Transaction go forward. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov or from JBS’s website https://ir.jbsglobal.com/.
Contacts
Investor Contact: ir@jbsglobal.com
U.S. Media Contact:
Ed Hammond, Jim Golden, Tali Epstein
Collected Strategies
JBS-CS@collectedstrategies.com
JBS Global Media Contact:
Juliano Nobrega
media@jbsglobal.com
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