Thursday 25 June 2009

Perdigão and Sadia

That's about Sadia em Perdigão's fusion :

The administrations of PERDIGAO SA ( "PERDIGAO" Bovespa: PRGA3; NYSE: PDA) and SADIA SA ( "SADIA" Bovespa: SDIA3 and SDIA4; NYSE: SDA; LATIBEX: XSDI; SADIA and PERDIGAO together called the "Companies") have the public know that this date was signed the Association Agreement (Association Agreement) with the initial participation of the two companies and open society in holding HFF Holdings SA ( "HFF"), which hold most of the common shares issued to SADIA in order to facilitate, through successive operations described below, a future unification of the operations of companies and PERDIGAO SADIA ( "Association").
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Of the Association will BRF "Foods Brasil SA (" BRF ") with registered office in the city of Itajaí, Santa Catarina. Below are the steps for the creation and implementation of the Association.

The conclusion of the Association was authorized by the Board of Directors of PERDIGAO and SADIA and its terms of membership shall be submitted to shareholders for SADIA which will be shareholders of HFF (HFF Adhering Shareholders ") and the shareholders signed the agreement of vote of PERDIGAO ( "Adhering PERDIGAO Shareholders").

The effectiveness of certain commitments made in the Association Agreement is conditioned upon: (i) accession of the Acceding PERDIGAO Shareholders, (ii) membership of the SADIA shareholders holding more than 51% (fifty-one percent) of common shares issued by SADIA, which give these shares to the capital of the HFF and (iii) the indication PERDIGAO until the Incorporation of Shares of HFF, the number of shareholders of which require SADIA to acquire, directly or indirectly, the shares issued by Concordia Financial.

The Association Agreement will be automatically terminated if the conditions mentioned in the preceding paragraph are not found within 15 (fifteen) days from its signing.

The Association shall comprise:

i) Change of name of PERDIGAO for BRF, and the incorporation of the BRF of HFF, which can follow from the incorporation of the HFF by BRF;

ii) Reorganization of Corporate SADIA, HFF and PERDIGAO / BRF;

iii) Acquisition of Shares of SADIA by BRF.

The incorporation of the HFF by BRF is subject to: (i) sale by SADIA, for shares of another company under the same control current of SADIA upon approval of the competent corporate bodies of healthy, all the shares of Holding Financeira Concordia SA, controlled by SADIA, which controls the Bank Concordia Concordia SA and SA Corretora Securities, Foreign Exchange and Commodities, (ii) evidence, the HFF, which is holding more than 51% (fifty-one cent) of common shares issued by SADIA.

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