By Brazil Stock Guide – JBS N.V. (NYSE: JBS; B3: JBSS32) and Viva Holding Ltda. have signed definitive agreements to combine their leather operations in a 50-50 joint venture called JBS Viva, advancing a transaction first announced in November 2025.
JBS said in a material fact dated Sept. 15 that its Brazilian unit, JBS S.A., entered into an association agreement with Viva Holding setting the definitive terms for combining assets involved in the production, processing and sale of leather. Each shareholder will own 50% of JBS Viva after closing.
The transaction remains subject to customary closing conditions, and JBS said there is no assurance on when the combination will be completed.
JBS and Viva Split Control
Under the agreement, JBS will contribute all of its interest in JBS Couros Brasil Ltda., which will hold the assets of the company’s leather division, in exchange for newly issued shares in JBS Viva.
Before closing, both groups will carry out corporate reorganizations. Viva Holding will consolidate ownership of Viva S.A. and separate assets excluded from the deal, while JBS will transfer the relevant leather assets to JBS Couros before contributing that company to the venture.
Governance will also be split evenly. JBS Viva’s board will have as many as six directors, with three appointed by JBS and three by Viva Holding. JBS will appoint the board chairman, who will not have a casting vote, as well as the chief financial officer. Viva will appoint the chief executive officer and chief operating officer.
Leather Assets Included in Venture
The joint venture will include JBS assets tied to leather production in Brazil and through foreign subsidiaries, as well as Viva assets involved in leather production and the manufacture and sale of chemicals used in leather processing.
The combination will exclude the collagen and gelatin businesses of both companies. JBS’s leather assets, inventories and operations at its Cactus, Texas, plant will also remain outside the transaction, along with leather assets in Germany, Uruguay and Mexico.
Viva assets that are not currently used in its leather operations will also be excluded. Those businesses and assets will be separated before closing and continue to be operated independently by their respective owners.
Supply Agreements With JBS
JBS and JBS Viva will enter into a leather supply agreement under which JBS will provide raw hides produced at its slaughterhouses in Brazil to the joint venture.
A separate raw-material agreement will require JBS Viva to sell JBS the corresponding volume of trimmings and shavings generated from processing those hides. The material will be used by JBS in its gelatin, collagen and related-products businesses.
The definitive agreement follows the material fact disclosed by JBS on Nov. 25, 2025, and formalizes the structure under which the two groups intend to consolidate the covered leather businesses.
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