Brazil’s Marfrig, the world's fourth-largest meatpacker, has agreed to buy US-based OSI Group’s operations in Europe and Brazil for up to US$900 million in cash and stock.
The deal, announced on 23 June, has an initial value of US$680 million. ON closing OSI will receive US$400 million in cash and US$280 million in new voting shares in Marfrig. There will be a potential additional payment of up to US$220 million linked to the future performance of the European businesses.
Marfrig turned to regular advisors Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados in Brazil, as well as Shearman & Sterling LLP in the US. Machado, Meyer, Sendacz e Opice Advogados and UK firm Herbert Smith LLP advised OSI.
Marfrig says it is making the acquisition in order to double its poultry capacity. The acquisition includes 15 plants that process poultry and other animal proteins in the UK, France, the Netherlands and Brazil.
Marfrig has already expanded in Brazil, Argentina, Uruguay, the UK and the US as it seeks to win market share from fellow Brazilian JBS, the world's biggest beef producer. Marfrig's expansion into poultry and processed foods such as chicken nuggets and hamburgers also makes it a rival to Perdigao and Sadia, Brazil's top food makers.
The OSI Group businesses in Brazil to be acquired are Braslo Produtos de Carnes, Penasul Alimentos and Agrofrango Industria e Comercio de Alimentos.
Counsel to Marfrig Frigorificos & Comercio de Alimentos
In-house counsel - Heraldo Geres
Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados
Partner Carlos Barbosa Mello
Shearman & Sterling LLP
Partners Alberto Luzárraga, Andrew Janszky and Lois Moore
Counsel to OSI Group
Machado, Meyer, Sendacz e Opice Advogados
Partner José Samurai Saiani and associate Cristiana Rebelo
Partners Stephen Wilkinson and Alex Kay