(Source: PRNewswire)
SAO PAULO, Aug. 18 /PRNewswire-FirstCall/ -- The management of BRF BRASIL FOODS S.A., formerly named Perdigao S.A. ("BRF" - Bovespa: PRGA3; NYSE: PDA) and SADIA S.A. ("SADIA" - Bovespa: SDIA3 and SDIA4; NYSE: SDA; LATIBEX: XSDI; and, together with BRF, the "Companies"), hereby announce that, under the terms of CVM Instruction no. 358/02, on August 18, 2009, special shareholder meetings of the Companies were duly called and held, and, among other matters, the Companies' shareholders approved the merger of SADIA's common and preferred shares by BRF, except for the shares held indirectly by BRF (the "Merger of Shares"), resulting in an increase of BRF's share capital in the amount of R$2,335,484,255.61, through the issuance of 59,390,963 common shares, with no par value.
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In exchange for each common and preferred merged share, 0.132998 registered common shares, with no par value, issued by BRF, will be allocated to each SADIA shareholder, as set forth in the Material Fact Notices published on May 19, 2009 and August 3, 2009.
The share capital of BRF, after the Merger of Shares, will be R$11,863,417,953.36 (eleven billion, eight hundred and sixty-three million, four hundred and seventeen thousand, nine hundred and fifty-three reais and thirty-six cents), divided into 418,986,623 (four hundred and eighteen million, nine hundred and eighty-six thousand, six hundred and twenty-three) common shares, with no par value.
As a result of the shareholder approval obtained at the meeting, BRF will directly and indirectly hold all the shares issued by SADIA, and this constitutes the last corporate phase of the business combination between BRF and SADIA, as contemplated in the Association Agreement referred to in the Material Fact Notice published on May 19, 2009, pending the decision of the Brazilian antitrust authorities.
Until September 18, 2009 (inclusive), SADIA's shareholders, at their own discretion, may adjust their positions through sales and purchases, by means of private transactions or securities brokerage companies authorized to deal with the BM&FBovespa S.A. - Bolsa de Valores, Mercadorias e Futuros, in order to be owners of whole numbers of BRF's shares after such period of time.
BRF shares that are not wholly allocated to each of SADIA's shareholders will be placed on the market at the BM&FBovespa S.A. - Bolsa de Valores, Mercadorias e Futuros, through an auction, proportionally dividing the proceeds among the owners of fractions of shares. SADIA's shareholders who hold positions resulting in fractions of shares and that have already indicated a bank account for the deposit of dividends shall have the proceeds from the sale of such fractions immediately credited to the same bank accounts within 30 (thirty) business days from the receipt of funds arising from the disposal of shares corresponding to these fractions on the BM&F Bovespa S.A. - Bolsa de Valores, Mercadorias e Futuros.
