By Brazil Stock Guide — JBS N.V. (NYSE: JBS; B3: JBSS32) has submitted a non-binding proposal to acquire all outstanding shares of Pilgrim’s Pride Corp. (NASDAQ: PPC) that it does not already own, in a transaction that would delist the U.S.-listed poultry and prepared-foods producer and bring it under JBS’s full ownership.
JBS currently owns approximately 82% of Pilgrim’s Pride through its subsidiaries, meaning the proposal targets the remaining roughly 18% held by minority shareholders.
The proposed transaction would be entirely stock-based. Pilgrim’s shareholders unaffiliated with JBS would receive 2.086 JBS Class A common shares for each PPC share they own. The exchange ratio was based on the companies’ Aug. 18 closing prices of $13.66 for JBS and $28.49 for Pilgrim’s Pride.
Based on Pilgrim’s latest reported share count and the $28.49 reference price, the roughly 18% stake JBS does not already own is worth approximately $1.2 billion, according to Brazil Stock Guide calculations.
Because the consideration would be paid entirely in JBS shares rather than cash, the transaction would allow the company to acquire full ownership of Pilgrim’s without a major cash outlay, while turning PPC minority investors into shareholders of the parent company.
At those reference prices, the exchange ratio effectively values the transaction close to prevailing market levels rather than offering a significant upfront premium. Minority shareholders would receive JBS stock instead of cash, preserving their economic exposure to Pilgrim’s while giving them an interest in the broader global group.
Pilgrim’s Pride, headquartered in the U.S., produces and distributes chicken, pork and value-added food products across North America, Mexico and Europe. The company has long been one of JBS’s main vehicles for international expansion outside Brazil.
The proposal remains subject to a number of conditions. It must be reviewed and approved by a special committee made up of independent, disinterested members of Pilgrim’s board, with separate legal and financial advisers. JBS also expects the transaction to require approval from a majority of votes cast by PPC shareholders unaffiliated with JBS. JBS shareholders would not be required to vote on the deal.
If completed, Pilgrim’s Pride shares would cease trading on Nasdaq and the company’s public registration would be terminated.
JBS said the combination could simplify the group’s corporate structure, eliminate some of the costs associated with maintaining Pilgrim’s as a separately listed company and allow capital to be allocated more flexibly across the group. It also argued that former PPC minority investors would gain exposure to the greater trading liquidity and broader institutional investor base of JBS shares.
Strategically, the proposal would further centralize JBS’s corporate structure following the company’s expanded presence in U.S. capital markets. By buying out Pilgrim’s minority investors with stock rather than cash, JBS would bring a separately listed subsidiary fully inside the parent company without a large cash outlay.
Citi is acting as JBS’s financial adviser, while White & Case LLP is serving as legal counsel. The company cautioned that there is no certainty that negotiations will result in a definitive agreement, that Pilgrim’s independent committee will endorse the proposal or that the transaction will ultimately be completed.
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