UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
Amendment No. 17
Tender Offer/Rights Offering Notification Form
Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) |
☐ |
Securities Act Rule 802 (Exchange Offer) |
☒ |
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) |
☐ |
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) |
☐ |
Exchange Act Rule 14e-2(d) (Subject Company Response) |
☐ |
BRF S.A.
(Name of Subject Company)
Not Applicable
(Translation of Subject Company’s Name into
English (if applicable))
Federative Republic of Brazil
(Jurisdiction of Subject Company’s Incorporation
or Organization)
Marfrig Global Foods S.A.
(Name of Person(s) Furnishing Form)
Common Shares and American Depositary Shares,
representing common shares of BRF S.A.
(Title of Class of Subject Securities)
10552T107
(CUSIP Number of Class of Securities (if applicable))
BRF S.A.
Attn: Fabio Luis Mendes Mariano
Chief Financial and Investor Relations Officer
14401 Av. das Nações Unidas, 22nd
Floor,
São Paulo, 04730 090, Brazil
+55 (11) 2322-5377
(Name, Address (including zip code) and Telephone
Number (including area code) of
Person(s) Authorized to Receive Notices and Communications
on Behalf of Subject Company)
N/A
(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
(a) |
The following document is attached hereto as an exhibit to this form: |
Exhibit No. |
|
Description |
99.1* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF S.A. (“BRF”) and Marfrig Global Foods S.A. (“Marfrig”) on May 15, 2025 |
99.2* |
|
Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 16, 2025 |
99.3* |
|
Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 16, 2025 |
99.4* |
|
Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on May 16, 2025 |
99.5* |
|
BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on May 16, 2025 |
99.6* |
|
Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on May 16, 2025 |
99.8* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on May 26, 2025 |
99.9* |
|
Minutes of the meeting of the board of directors of Marfrig held on May 26, 2025 |
99.10* |
|
Minutes of the meeting of the board of directors of BRF held on May 26, 2025 |
99.11* |
|
Amended and restated Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 26, 2025 |
99.12* |
|
Amended Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 26, 2025 |
99.13* |
|
Amended and restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 26, 2025 |
99.14* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on June 4, 2025 |
99.15* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on June 17, 2025 |
99.16* |
|
Final Synthetic Voting Map of extraordinary general meeting of Marfrig |
99.17* |
|
Consolidated Synthetic Voting Map of extraordinary general meeting of BRF |
99.18* |
|
Material Fact (fato relevante) disseminated in Brazil by BRF on June 17, 2025 |
99.19* |
|
Marfrig’s Minutes of the Extraordinary General Meeting opened and suspended on June 18, 2025 |
99.20* |
|
Material Fact (fato relevante) disseminated in Brazil by Marfrig on June 18, 2025 |
99.21* |
|
Final Detailed Voting Map of extraordinary general meeting of Marfrig |
99.22* |
|
Material Fact (fato relevante) disseminated in Brazil by Marfrig on June 23, 2025 |
99.23* |
|
Second Amended to Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on June 23, 2025 |
99.24* |
|
Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on June 23, 2025 |
99.25* |
|
Call Notice for BRF’s Extraordinary General Shareholders’ Meeting made available to investors in Brazil by BRF on June 23, 2025 |
99.26* |
|
Amended and Restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on June 23, 2025 |
99.27* |
|
Amended and Restated Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on June 23, 2025 |
99.28* |
|
Material Fact (fato relevante) disseminated in Brazil by Marfrig on July 11, 2025 |
99.29* |
|
Material Fact (fato relevante) disseminated in Brazil by BRF on July 11, 2025 |
99.30* |
|
Material Fact (fato relevante) disseminated in Brazil by Marfrig on July 15, 2025 |
99.31* |
|
Third Amended to Marfrig’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on July 15, 2025 |
99.32* |
|
Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on July 15, 2025 |
99.33* |
|
Minutes of the meeting of the board of directors of Marfrig held on July 14, 2025 |
99.34* |
|
Call Notice for BRF’s Extraordinary General Shareholders’ Meeting made available to investors in Brazil by BRF on July 15, 2025 |
99.35* |
|
Amended and Restated BRF’s Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on July 15, 2025 |
99.36* |
|
Minutes of the meeting of the board of directors of BRF held on July 14, 2025 |
99.37* |
|
Amended and Restated Remote Voting Ballot of BRF made available to investors in Brazil by BRF on July 15, 2025 |
99.38* |
|
Consolidated Synthetic Voting Map of extraordinary general meeting of BRF made available to investors by BRF on August 2, 2025 |
99.39* |
|
Consolidated synthetic voting map of extraordinary general meeting of Marfrig made available to investors by Marfrig on August 4, 2025 |
99.40* |
|
Material Fact (fato relevante) disseminated in Brazil by BRF’s on August 5, 2025 |
99.41* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on August 5, 2025 |
99.42* |
|
Notice to Marfrig’s shareholders of the beginning of the period for exercising the withdrawal rights made available to investors by Marfrig on August 5, 2025 |
99.43* |
|
Notice to BRF’s shareholders of the beginning of the period for exercising the withdrawal rights made available to investors by BRF on August 5, 2025 |
99.44* |
|
BRF’s Minutes of the Extraordinary General Meeting held on August 5, 2025 |
99.45* |
|
Marfrig’s Minutes of the Extraordinary General Meeting held on August 5, 2025 |
99.46* |
|
Final Synthetic Voting Map of the Extraordinary General Meeting of Marfrig held on August 5, 2025 |
99.47* |
|
Final Synthetic Voting Map of the Extraordinary General Meeting of BRF held on August 5, 2025 |
99.48* |
|
Final Detailed Voting Map of the Extraordinary General Meeting of BRF made available to investors by BRF on August 12, 2025 |
99.49* |
|
Final Detailed Voting Map of the Extraordinary General Meeting of Marfrig made available to investors by Marfrig on August 12, 2025 |
99.50* |
|
Notice to Marfrig’s shareholders made available to investors by Marfrig on August 29, 2025 |
99.51* |
|
Notice to BRF’s shareholders made available to investors by BRF on August 29, 2025 |
99.52* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on September 5, 2025 |
99.53* |
|
Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig on September 8, 2025 |
99.54* |
|
Minutes of the meeting of the board of directors of Marfrig held on September 8, 2025 |
99.55* |
|
Notice to Marfrig’s shareholders made available to investors by Marfrig on September 8, 2025 (Distribution of Dividends) |
99.56* |
|
Notice to Marfrig’s shareholders made available to investors by Marfrig on September 8, 2025 (Result of the Exercise of the Right of Withdrawal) |
99.57* |
|
Minutes of the meeting of the board of directors of BRF held on September 8, 2025 |
99.58* |
|
Notice to BRF’s shareholders made available to investors by BRF on September 8, 2025 (Result of the Exercise of the Right of Withdrawal) |
99.59* |
|
Notice to BRF’s shareholders made available to investors by BRF on September 8, 2025 (Distribution of Dividends and Interim Interest on Capital) |
99.60* |
|
Notice to BRF’s shareholders made available to investors by BRF on September 8, 2025 (Tax Treatment of Shareholders in the Context of the Merger) |
99.61 |
|
Notice to the Market disseminated in Brazil by BRF on September 18, 2025 |
99.62 |
|
Minutes of the meeting of the board of directors of BRF held on September 18, 2025 |
* |
Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
Item 2. Informational Legends
Included in document attached hereto as Exhibit
99.1.
PART II – INFORMATION NOT REQUIRED TO
BE SENT TO SECURITY HOLDERS
(1) |
The following document is attached hereto as an exhibit to this form: |
* |
Previously furnished as exhibit to Form CB filed with the Securities and Exchange Commission. |
PART III - CONSENT TO SERVICE OF PROCESS
(1) |
Form F-X filed concurrently with the Securities and Exchange Commission on May 16, 2025. |
PART IV - SIGNATURES
After due 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.
|
Marfrig Global Foods S.A. |
|
|
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Dated: September 19, 2025 |
By: |
/s/ Rui Mendonça Junior |
|
Name: |
Rui Mendonça Junior |
|
Title: |
Chief Executive Officer |
|
|
|
|
By: |
/s/ Tang David |
|
Name: |
Tang David |
|
Title: |
Chief Financial Officer |