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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 18, 2026
JBS N.V.
(Exact
name of registrant as specified in its charter)
| Netherlands |
|
001-42678 |
|
98-1861274 |
(State or
other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Stroombaan 16, 5th Floor
Amstelveen, Netherlands |
|
1181 VX |
| (Address
of principal executive offices) |
|
(Zip Code) |
+31
20 656 47 00
(Registrant’s telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2):
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A common shares, par value €0.01 per share |
|
JBS |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01. Regulation FD Disclosure.
On August 18, 2026, JBS N.V. (“JBS”)
issued a press release announcing the Proposal described further in Item 8.01 herein. Copies of the Proposal and the press release are
attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this Item 7.01.
The information contained in Item 7.01, and the
accompanying Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), nor shall such information be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, regardless of the general incorporation language of such filing, except as
shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On August 18, 2026, JBS submitted a non-binding
proposal to the board of directors of Pilgrim’s Pride Corporation (“PPC”) to acquire all of the outstanding shares of
PPC common stock that are not owned by JBS or its affiliates for a fixed exchange ratio of 2.086 JBS Class A common shares per share
of PPC common stock (the “Proposal”). JBS currently owns approximately 82% of PPC’s common stock. There can be no guarantee
that JBS will enter into a binding agreement for the Proposal, either on terms favorable to JBS or at all.
No Offer or Solicitation
This Current Report on Form 8-K relates
a business combination between JBS and PPC that has been proposed by JBS (the “Proposed Transaction”). This Current Report
on Form 8-K shall not constitute an offer to buy or the solicitation of an offer to sell any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act.
Additional Information and Where to Find
It
This Current Report on Form 8-K relates
to the Proposed Transaction. In furtherance of this Proposed Transaction and subject to future developments, JBS and, if a negotiated
transaction is agreed, PPC, as applicable, may file a registration statement, a proxy statement, a tender offer statement or other documents
with the Securities and Exchange Commission (“SEC”). This Current Report on Form 8-K is not a substitute for any registration
statement, proxy statement, tender offer statement or other document JBS and/or PPC may file with the SEC in connection with the Proposed
Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT OR TENDER OFFER STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JBS, PPC AND THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents
filed with the SEC by JBS and/or PPC free of charge at www.sec.gov or from JBS.
Participants in Solicitation
This Current Report on Form 8-K is
neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC should the Proposed
Transaction go forward. Nonetheless, JBS and its affiliates and their directors and executive officers and certain employees may be deemed
to be participants in the solicitation of proxies from the holders of PPC common stock with respect to the Proposed Transaction. Information
about such parties and a description of their interests will be included in the materials that JBS expects will be filed by JBS and/or
PPC with the SEC should the Proposed Transaction go forward. These documents (if and when available) may be obtained free of charge from
the SEC’s website http://www.sec.gov or from JBS https://ir.jbsglobal.com/.
Forward-Looking Statements
This Current Report on Form 8-K contains
certain statements that are not historical facts and are forward-looking statements within the meaning of the U.S. federal securities
laws with respect to the Proposed Transaction, including, without limitation, statements regarding the anticipated benefits of the Proposed
Transaction to PPC stockholders. These forward-looking statements generally are identified by the words “estimate,” “project,”
“forecast,” “plan,” “believe,” “may,” “expect,” “anticipate,”
“intend,” “planned,” “potential,” “could,” “will” and similar terms, but the
absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties.
These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking
statements in this Current Report on Form 8-K, including but not limited to: uncertainties as to whether an agreement in
respect of the Proposed Transaction will be negotiated and executed; uncertainties as to whether PPC will cooperate with JBS
regarding the Proposed Transaction and whether PPC’s board of directors and any special committee thereof will endorse the
Proposed Transaction; uncertainties as to whether the other conditions to the Proposed Transaction will be satisfied; the timing of
the Proposed Transaction and whether the Proposed Transaction will be completed; failure to realize contemplated synergies and other
benefits from the Proposed Transaction; incurrence of significant costs in connection with the Proposed Transaction; changes in
general economic conditions, the global protein and prepared foods industries, stock market trading conditions, foreign exchange
rates, tax law requirements, or government regulation; and changes in the market position, businesses, financial condition, results
of operations or prospects of JBS and/or PPC.
The foregoing list of factors is not exhaustive.
Additional information concerning these and other factors can be found in JBS’s and PPC’s filings with the SEC, including
JBS’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 20-F and Current Reports on Forms 8-K and 6-K, which may
be obtained free of charge from JBS’s website https://ir.jbsglobal.com/ and PPC’s most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which may be obtained free of charge from PPC’s website https://ir.pilgrims.com/.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and JBS undertakes
no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Proposal letter, dated
August 18, 2026, from JBS N.V. to the board of directors of Pilgrim’s Pride Corporation. |
| 99.2 |
|
Press release issued by
JBS N.V. on August 18, 2026. |
| 104 |
|
Cover Page Interactive
Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 18, 2026 |
JBS N.V. |
| |
|
| |
/s/ Guilherme Perboyre Cavalcanti |
| |
Name: Guilherme Perboyre Cavalcanti |
| |
Title: Global Chief Financial Officer and
Investor Relations Officer |
Exhibit 99.1
August 18, 2026
VIA EMAIL:
Board of Directors
Pilgrim’s Pride
Corporation
1770 Promontory Circle
Greeley, CO 80634
Dear Members of the Board
of Directors:
JBS
N.V. (“we” or “JBS”) is pleased to submit this proposal to acquire all of the outstanding shares of
common stock of Pilgrim’s Pride Corporation (the “Company” or “PPC”) that are not owned
by JBS or its affiliates for a fixed exchange ratio of 2.086 JBS Class A common shares for each PPC share of common
stock (the “Proposal”), based on the JBS and PPC closing share prices on August 18, 2026 of $13.66 and
$28.49, respectively.
The business combination
offers potential benefits to PPC stockholders, including, among others:
| ● | Continued participation in PPC’s business performance
as part of a larger, more diversified global multi-protein and prepared foods platform. |
| ● | Participation, through their ownership of JBS shares, in
the potential benefits of a simplified organizational structure, including savings resulting from the elimination of PPC’s standalone
public company costs and more flexible and efficient capital allocation across the group. |
| ● | Access to greater trading liquidity of JBS Class A common
shares, which benefit from a larger market capitalization and broader institutional investor base than PPC’s current minority public
float. |
We wish to emphasize
that, in our capacity as a stockholder of the Company, we are only interested in acquiring the shares of the Company that we or our affiliates
do not currently own, and accordingly we have no interest in a disposition or sale of our current holding in the Company. In addition,
we have no interest in participating in an alternative change of control transaction involving the Company. In our capacity as a
stockholder of the Company, neither we nor any of our affiliates would vote in favor of any alternative sale, merger or similar transaction
involving the Company.
Given our existing ownership
position and familiarity with PPC, our Proposal is not subject to any due diligence condition and we are positioned to move expeditiously
to complete mutually acceptable definitive transaction documentation. We do not anticipate material regulatory or other hurdles to consummate
a transaction, and our Proposal does not require approval by our shareholders. JBS’s Board of Directors has unanimously authorized
the submission of this Proposal.
It is our expectation
that a fully empowered special committee of independent directors who are determined by the Company’s Board of Directors to be disinterested
with respect to the Proposal, and appointed by the Company’s Board of Directors, will consider our Proposal and make a recommendation
to the Company’s Board of Directors (the “Special Committee”). We will not move forward with the Proposal unless
it is approved by the Special Committee, advised by independent legal and financial advisors. We also expect that the creation of
the Special Committee and the approval of any transaction will be approved by the Company’s “equity directors” pursuant
to the applicable provisions of the Company’s Amended and Restated Certificate of Incorporation. In addition, we expect that the
definitive transaction documentation will include a condition requiring the approval of a majority of the votes cast by the shares of
PPC common stock that are not owned by JBS or its affiliates.
This Proposal is not
a binding offer or agreement and is an expression of interest only, and we reserve the right to withdraw or modify our Proposal in any
respect at any time. No legal obligation with respect to this Proposal or any transaction shall arise unless and until mutually
acceptable definitive transaction documentation is executed by JBS and PPC.
We look forward to the
opportunity to work with the Special Committee to move quickly towards a successful transaction. We are available at your convenience
to discuss any aspects of our Proposal.
Sincerely,
JBS N.V.
| By: |
/s/ Guilherme Perboyre Cavalcanti |
|
| |
Guilherme Perboyre Cavalcanti |
|
| |
Global Chief Financial Officer and
Investor Relations Officer |
|
Exhibit 99.2
JBS Announces Proposal to Acquire Remaining
Publicly Traded Shares of Pilgrim’s Pride Corporation
Subject to Approval of Independent and Disinterested
Special Committee of PPC Board of Directors and
Votes Cast by Holders of the Majority of Unaffiliated PPC Shares
Amstelveen, Netherlands, August 18, 2026 – JBS N.V.
(“JBS,” “we” or “us”) (NYSE: JBS; B3: JBSS32) today announced that it has submitted a
non-binding proposal to the Board of Directors of Pilgrim’s Pride Corporation (NASDAQ: PPC) (“PPC”) to acquire all
of the outstanding shares of common stock of PPC that are not owned by JBS or its affiliates for a fixed exchange ratio of 2.086 JBS
Class A common shares for each PPC share of common stock (the “Proposed Transaction”), based on the JBS and PPC closing
share prices on August 18, 2026 of $13.66 and $28.49, respectively. JBS currently owns approximately 82% of PPC’s common
stock.
Jeremiah O’Callaghan, Chairman of the
JBS Board of Directors, said, “For over 16 years, JBS and PPC have worked together as PPC has expanded its operations, strengthened
its global presence and significantly grown revenue. We believe this proposal offers PPC stockholders the opportunity to continue participating
in PPC’s future performance through ownership of JBS shares, with exposure to a larger and more diversified global business. Our
long-standing relationship with PPC and familiarity with its team and operations should support continuity for employees, customers and
business partners throughout the process. We look forward to
engaging constructively with the special committee of PPC’s board of directors and its advisors as they evaluate the proposal.”
JBS
believes the business combination offers potential benefits to PPC stockholders, including, among others:
| ● | Continued
participation in PPC’s performance: PPC stockholders will benefit from continued
participation in PPC’s business performance as part of a larger, more diversified global
multi-protein and prepared foods platform. |
| ● | Simplified
organizational structure: PPC stockholders would participate, through their ownership
of JBS shares, in the potential benefits of a simplified organizational structure, including
savings resulting from the elimination of PPC’s standalone public company costs and
more flexible and efficient capital allocation across the group. |
| ● | Access
to greater trading liquidity of JBS Class A common shares: PPC stockholders would receive
shares of JBS, which has a larger market capitalization and broader institutional investor
base than PPC’s current minority public float. |
Proposed
Transaction Details
The
Proposed Transaction is subject to the approval of a special committee of independent and disinterested directors expected to
be appointed by the PPC Board of Directors, advised by independent legal and financial advisors.
In addition, JBS expects that the Proposed
Transaction will also require the approval of a majority of the votes cast by the shares of PPC common stock that are not owned by JBS
or its affiliates, as well as customary closing conditions. The Proposed Transaction does not require approval by JBS shareholders.
Following completion of the Proposed Transaction, shares of PPC common
stock would no longer be quoted on Nasdaq and shares of PPC common stock would be deregistered.
Advisors
Citi is serving as financial advisor, White & Case LLP is serving
as legal advisor and Collected Strategies is serving as strategic communications advisor to JBS.
Forward-Looking Statements
This communication contains certain statements
that are not historical facts and are forward-looking statements within the meaning of the U.S. federal securities laws with respect to
a proposal which JBS has made to acquire all of the outstanding shares of common stock of PPC that are not owned by JBS or its affiliates
(the “Proposed Transaction”), including, without limitation, statements regarding the anticipated benefits of the Proposed
Transaction to PPC stockholders. These forward-looking statements generally are identified by the words “estimate,” “project,”
“forecast,” “plan,” “believe,” “may,” “expect,” “anticipate,”
“intend,” “planned,” “potential,” “could,” “will” and similar terms, but the
absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties.
These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking
statements in this communication, including but not limited to: uncertainties as to whether an agreement in respect of the Proposed
Transaction will be negotiated and executed; uncertainties as to whether PPC will cooperate with JBS regarding the Proposed
Transaction and whether PPC’s board of directors and any special committee thereof will endorse the Proposed Transaction;
uncertainties as to whether the other conditions to the Proposed Transaction will be satisfied; the timing of the Proposed
Transaction and whether the Proposed Transaction will be completed; failure to realize contemplated synergies and other benefits
from the Proposed Transaction; incurrence of significant costs in connection with the Proposed Transaction; changes in general
economic conditions, the global protein and prepared foods industries, stock market trading conditions, foreign exchange rates, tax
law requirements, or government regulation; and changes in the market position, businesses, financial condition, results of
operations or prospects of JBS and/or PPC.
The foregoing list of factors is not exhaustive.
Additional information concerning these and other factors can be found in JBS’s and PPC’s filings with the U.S. Securities
and Exchange Commission (“SEC”), including JBS’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 20-F
and Current Reports on Forms 8-K and 6-K, which may be obtained free of charge from JBS’s website https://ir.jbsglobal.com/ and
PPC’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which may be obtained
free of charge from PPC’s website https://ir.pilgrims.com/. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof, and JBS undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication shall not constitute an
offer to buy or the solicitation of an offer to sell any securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Additional Information and Where to Find
It
This communication relates to the Proposed
Transaction. In furtherance of this Proposed Transaction and subject to future developments, JBS and, if a negotiated transaction is agreed,
PPC, as applicable, may file a registration statement, a proxy statement, a tender offer statement or other documents with the SEC. This
communication is not a substitute for any registration statement, proxy statement, tender offer statement or other document JBS and/or
PPC may file with the SEC in connection with the Proposed Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT OR TENDER OFFER STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JBS, PPC AND THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents
filed with the SEC by JBS and/or PPC free of charge at www.sec.gov or from JBS.
Participants in Solicitation
This communication is neither a solicitation
of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC should the Proposed Transaction go
forward. Nonetheless, JBS and its affiliates and their directors and executive officers and certain employees may be deemed to be participants
in the solicitation of proxies from the holders of PPC common stock with respect to the Proposed Transaction. Information about such parties
and a description of their interests will be included in the materials that JBS expects will be filed by JBS and/or PPC with the SEC should
the Proposed Transaction go forward. These documents (if and when available) may be obtained free of charge from the SEC’s website
http://www.sec.gov or from JBS’s website https://ir.jbsglobal.com/.
Contacts
Investor Contact: ir@jbsglobal.com
U.S. Media Contact:
Ed Hammond, Jim Golden, Tali Epstein
Collected Strategies
JBS-CS@collectedstrategies.com
JBS Global Media Contact:
Juliano Nobrega
media@jbsglobal.com
