MATERIAL FACT NOTICE
SAO PAULO, May 19 /PRNewswire-FirstCall/ -- 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.
The Boards of Directors of PERDIGAO S.A. ('PERDIGAO' - BOVESPA PRGA3;
NYSE: PDA) and SADIA S.A. ('SADIA' - BOVESPA: SDIA3 e SDIA4; NYSE: SDA;
LATIBEX: XSDI) and, together with PERDIGAO, the 'Companies' inform to their
shareholders and the market that an association agreement ('Association
Agreement') has been executed today by and between both listed companies and
the holding company HFF Participacoes 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
PERDIGAO and SADIA ('Association').
From the Association will result BRF - Brasil Foods S.A. ('BRF'), with
head offices in the city of Itajai, 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 PERDIGAO 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 PERDIGAO that
are signatories of the PERDIGAO Voting Agreement ('PERDIGAO Adhering
Shareholders').
The effectiveness of certain obligations set forth under the Association
Agreement shall be subject to: (i) the adhesion by the PERDIGAO Adhering
Shareholders; (ii) 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 (iii) indication to PERDIGAO, 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 Concordia
Financeira.
The Association Agreement will be automatically terminated in the event
that the conditions referred in the previous paragraph are not met within 15
(fifteen) days from May 19, 2009.
The Association will comprise:
(i) the change of the denomination of PERDIGAO to BRF and the merger of
the shares issued by HFF into BRF, which could then be followed by the merger
of HFF into BRF;
(ii) the corporate restructuring of BRF, SADIA and HFF; and
(iii) the merger of the shares (incorporacao de acoes) issued by SADIA
into BRF.
The merger of the shares issued by HFF into BRF will be subject to (i) the
sale by SADIA, upon the approval by the competent corporate bodies of SADIA,
of the totality of the shares issued by Concordia Holding Financeira S.A., a
company controlled by SADIA that, in turn, controls SADIA's subsidiaries Banco
Concordia S.A. and Concordia S.A.
