Perdigão and Sadia the Soon to be Brasil Foods
You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases. From the Association will result BRF - Brasil Foods S.A. (BRF), with head offices in the city of Itajaí, Santa Catarina.
20/05/09 The Boards of Directors of PERDIGÃO S.A. and SADIA S.A. and, together with PERDIGÃO, the "Companies" inform to their shareholders and the market that an association agreement (Association Agreement) has been executed by and between both listed companies and the holding company HFF Participações S.A. (HFF), which will hold the majority of common shares issued by SADIA, in order to allow, by means of the successive transactions described below, the combination of the operations of PERDIGÃO and SADIA (Association).
This business combination involves the securities of a Brazilian company. The business combination is subject to disclosure requirements of Brazil that are different from those of the United States. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Brazil, and some or all of its officers and directors may be residents of Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases. From the Association will result BRF - Brasil Foods S.A. (BRF), with head offices in the city of Itajaí, Santa Catarina. The steps for the creation and implementation of the Association are described below.
The execution of the Association Agreement was approved by the Boards of Directors of PERDIGÃO and SADIA and its terms will be submitted for the adhesion of the shareholders of SADIA, which will become the shareholders of HFF (HFF Adhering Shareholders) and the common shareholders of PERDIGÃO that are signatories of the PERDIGÃO Voting Agreement (PERDIGÃO Adhering Shareholders).
The effectiveness of certain obligations set forth under the Association Agreement shall be subject to: the adhesion by the PERDIGÃO Adhering Shareholders; the adhesion by the holders of more than 51% (fifty one percent) of SADIA's common shares, which will contribute such shares to the capital stock of HFF; and indication to PERDIGÃO, until the date of the Share Merger of HFF, of the group of SADIA Adhering Shareholders which will be obliged to acquire directly or indirectly, the shares issued by Concórdia Financeira.
