São Paulo, Oct. 02, 2026 (GLOBE NEWSWIRE) -- Marfrig Global Foods S.A. ("MBRF") (B3: MBRF3; ADR Level 1: MBRFY), through its subsidiary, NBM US Holdings, Inc. ("NBM" or the "Offeror"), announced today that it has terminated its previously announced offer to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") any and all of the outstanding 6.625% Senior Notes due 2029 (CUSIP Nos. 62877V AB7; U63768 AB8 / ISIN Nos. US62877VAXXX; USU63768AXXX) issued by NBM, with US$467,471,000 in aggregate principal amount outstanding (the "Notes" and the "Offer", respectively), the terms and conditions of which are described in an Offer to Purchase dated September 28, 2026 (the "Offer to Purchase"), as a result of the Financing Condition (as defined below) not having been satisfied.
The Offer was conditioned upon, among other things, the consummation or closing of an offering of one or more issuances of debt securities by MARB BondCo PLC, to be guaranteed by MBRF and the other guarantors thereto, on terms satisfactory to NBM (the "Debt Offering"), in its sole discretion, generating net proceeds in an amount of not less than the maximum aggregate amount to be paid for the Consideration (as defined in the Offer to Purchase) for the Notes tendered and accepted for purchase pursuant to the Offer, plus Accrued Interest from the last interest payment date to, but excluding, the Settlement Date and any applicable additional amounts payable in respect of the Notes (the "Financing Condition"). As of the present date, the Financing Condition has not been satisfied and, therefore, NBM has determined that the Offer has been terminated.
As a result of the termination of the Offer, no Notes will be purchased in the Offer and no Consideration (as defined in the Offer to Purchase) will be paid for any tendered Notes. All Notes previously tendered and not withdrawn will be promptly returned to their respective tendering Holders.
This press release constitutes a formal termination of the Offer, which was made pursuant to the terms and conditions set forth in the Offer to Purchase. The Offeror reserves the right to initiate a new tender offer at a later date, but it is under no obligation to do so. This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any securities.
This press release does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The Debt Offering has not been and will not be registered with the Securities and Exchange Commission of Brazil (CVM) and also will not be registered under the Securities Act. Consequently, the Notes issued in the Debt Offering are prohibited from being offered or sold in the United States or to U.S. persons without the applicable registration or exemption from registration required under the Securities Act.
This press release is released for disclosure purposes only, in accordance with applicable law. It does not constitute marketing material and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Offeror or any of the Guarantors.
Forward-Looking Statements
This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the Offeror's and the Guarantors' business strategy, goals and expectations concerning their market position, future operations, margins and profitability. Although the Offeror and the Guarantors believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.
The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors. The Offeror and the Guarantors undertake no obligation to update any of their forward-looking statements.
E-mail: MBRF@dfking.com
