Relevant Fact – Swift & Co. Update

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Agenda Página Update on Swift Acquisition Process June 28, 2007

Transcript of Relevant Fact – Swift & Co. Update

Page 1: Relevant Fact – Swift & Co. Update

Agenda

Página

Update on Swift Acquisition Process

June 28, 2007

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Disclaimer

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The forward-looking statements presented herein are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us.

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future operating results, financial condition, strategies, market share and values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict.

Forward-looking statements also include information concerning our possible or assumed future operating results, as well as statements preceded by, followed by, or including the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'‘''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions

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Agenda

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Strategic Rationale

Acquisition Process Timeline

Capital Increase

New Acquisition Structure

5 JBS + Swift (Pro-forma)

6 Final Considerations

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Unquestionable strategic rationale

Leading global beef producer.

Production and distribution capacity in the world’s 4 main beef-consuming countries.

Association of world-class brands, plants and expertise.

Pork diversification platform – 3rd largest in the US.

Opportunity to add value through turnaround.

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Acquisition Process Timeline

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Signing of Agreement and Plan of Merger by J&F in order to acquire stockholding control of Swift Foods Company (“Swift”).

Contract allows for Assignment of rights and obligations of J&F to JBS in the same terms and conditions, until the deal is finalized.

05/29/07

06/29/07

06/01/07

06/08/07

06/13/07

06/27/07

06/27/07

Board of Directors Meeting – Approval of the investment recommendation at Swift Foods Company by JBS.

Board of Directors Meeting – Understanding that the best alternative for financing the acquisition of Swift is through a capital increase of JBS.

Authorization for launch of Consent Solicitation.Extraordinary Shareholders Meeting convened to decide on capital increase proposal of JBS of 200,000,000 shares each worth R$8.1523.

Publication of Extraordinary Shareholders Meeting Call Announcement.

Board of Directors Meeting – recommendation for the capital increase to be greater than that indicated in the Announcement, from 200 million shares to 227.4 million shares, totaling a capital increase of US$950 million.

Relevant Fact – Announcement of approval by BNDESPAR Board of the subscription of up to US$750 million of the total capital increase.

Extraordinary Shareholders Meeting.

06/11/07 Launching of Consent Solicitation – non-application of covenants of JBS’ Bonds to Swift.

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Capital Increase

Capital increase of 227,400,000 shares to be subscribed at R$8.1523 per share, totaling R$ 1,853,833,020.00 (approximately US$950 million).

Relevant fact of June 27, 2007, announcing approval by BNDESPAR board (decision #067/2007) of subscription by BNDESPAR of UP TO 179,526,311 shares out of the total number of shares to be subscribed in the capital increase, totaling R$ 1,463,552,345.17 (approximately US$750 million).

The portion of J&F and/or ZMF in the capital increase will be UP TO 47,873,689 shares out of the total number of shares to be subscribed in the capital increase, totaling R$ 390,280,674.83 (approximately US$200 million).

J&F and ZMF hold 76.2% of preference rights in subscription of the new shares of JBS, while the market holds the remaining rights. J&F and ZMF will assign part of their subscription rights to BNDESPAR.

The aforementioned total amounts of BNDESPAR and J&F will only be fully subscribed if other shareholders of JBS DO NOT exercise their subscription rights.

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New acquisition structure

1. Simplified chart of the transaction for illustrative purposes only2. Simplification for subordination structure composed by 3 holdings3. Do not include fees, tender offer and other expenses

NewCo

J & F

100% US$725 MM

100%

US$225 MM HM Capital

Proposed Structure – Acquisition by JBS1Proposed Structure – Acquisition by JBS1

Payment ofold debt

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NewCo

J & F

US$400 MM

100%US$175 MM

New debt

77% 100%

US$225 MM

HM Capital

Current Structure – Acquisition by J&F1Current Structure – Acquisition by J&F1

Payment ofold debt

US$988

MM

BNDESPAR

Up to US$750 MM Up to US$200 MM

Market (Free Float)

US$ ? MM

US$950 MM

US$950 MM

US$988 MM

New debtUS$438

MMUS$438

MM

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JBS + Swift (Pro-forma)

Notes

1. Considering beef only

2. JBS 2006 net revenue converted into US$ at FX rate of R$2.1771

3. Swift net revenues for LTM ended February 2007

4. JBS net debt as per financial statements of 03/31/2007

5. Swift Net Debt in May/2007 considering proceeds from capital increase, tender offer expenses, fees and other expenses

COMBINEDPRO-FORMA

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Slaughtering Capacity¹(global ranking)

24,100 heads/day(# 3)

23,000 heads/day(# 4)

47,100 heads/day(# 1)

Heads slaughtered (2006)¹ 3.4MM 6.2MM 9.6MM

Plants 28 12 40

Net revenue US$1.9BN2 US$9.6BN3 US$11.5BN

Net debt US$0.7BN4 US$0.5BN5 US$1.2BN

Net debt/EBITDA 2.5x 6.5x 3.3x

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Final Considerations

This acquisition doesn't imply a change in our strategy.

Mercosur consolidation plan remains in place and ongoing.

Turnaround needed at Swift is in the segment where we are specialists.

Swift acquisition proposal:

reinforces JBS’ growth strategy in the international market.

consolidates its leadership position in the global beef industry, uniting brands, accessing new regions and solidifying a platform for diversifying into the pork industry.

reinforces a successful track record, conquered in the last 5 years, in acquisitions and integrations of companies.

positions JBS as one of the main players in the consolidation of the global beef industry.

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Final Considerations

JBS believes the integration of the two companies preserves the interests of its investors and enhances the company's value, which is precisely why the investment in Swift by JBS was approved at a Board of Directors meeting held on June 8, 2007.

JBS understands that the best alternative for financing the investment is through a capital increase at JBS since:

It will enable the acquisition of Swift by JBS without affecting the covenants of JBS’ bonds.

It will reduce Swift's leverage and, as a result, the operation’s risk.

Therefore, JBS’ management recommends that the Company's shareholders vote in favor of the capital increase proposal to be discussed at the Extraordinary Shareholders Meeting of June 29, 2007.

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Final Considerations

Although the proposed capital structure does not affect the compliance with the covenants of JBS’ bonds in case Swift debt is consolidated for these purposes, JBS has decided to extend ofthe consent solicitation until July 3, 2007, so that bondholdersmay revaluate the request in light of the new proposed capital structure.

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Questions & Answers