Item 8.01 Other Events.
On February 18, 2022, the Special Committee of the board of directors (the “Board”) of Pilgrim's Pride Corporation (“PPC”) confirmed that PPC's majority stockholder, JBS S.A. (“JBS”) had informed the Special Committee of JBS's decision to withdraw its proposal to acquire the shares of PPC not owned by JBS. The Special Committee rejected JBS’s most recent offer of $28.50 per share on November 23, 2021, concluding that the offer significantly undervalued the publicly owned shares of PPC.
In reaching its determination, the Special Committee stated that it had considered, among other things:
--Projections prepared by PPC management, which included the impact of recent efficiency initiatives undertaken by PPC, as well as the impact of PPC's acquisition of the Kerry Consumer Foods Meats and Meals business
--The positive performance of the PPC business during the fourth quarter of 2021 relative to Wall Street consensus expectations, and the increase in consensus expectations for 2022
--The substantial increase in the trading prices of companies in the protein sector since the date that JBS made its initial proposal
--The multiple implied by the purchase price paid in a recent transaction involving the acquisition of another company in the protein sector, which the Special Committee deemed to be comparable
Since communicating its revised offer of $28.50 on November 15, 2021, JBS made no further proposals to the Special Committee, and did not engage in any negotiations with the Special Committee. The Special Committee is aware of no material facts relating to the performance of PPC that are inconsistent with the findings of its diligence review, and the Special Committee has not been advised by JBS of any reasons for the withdrawal of its proposal relating to PPC's performance or its prospects.
Given that JBS has withdrawn its proposal, the Special Committee will suspend its operations.
On February 17, 2022, JBS issued a release announcing its decision to withdraw its proposal, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished in Item 8.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act.