The board of directors of Pilgrim’s Pride Corporation formed a special committee of independent directors to review and evaluate the recent proposal from JBS to purchase all outstanding shares of Pilgrim’s Pride.

Pilgrim’s Pride announced the formation of the committee on September 20, following an unsolicited offer from JBS to purchase all remaining Pilgrim’s shares for a price of US$26.50 per share, and to delist the company in the United States, where Pilgrim’s is traded on the NASDAQ exchange under the PPC ticker.  The offer of $26.50 per share would be a 17% premium to the August 12 closing price.

At the time the offer was made, JBS held an 80.21% stake in Pilgrim’s Pride, the second largest poultry producer in the United States, also with operations in Mexico and Europe.

According to a press release from Pilgrim’s Pride, the Pilgrim’s Pride board will not approve the sale of shares to JBS without a favorable recommendation of the special committee, and that any such transaction will be conditioned on the affirmative vote of a majority of Pilgrim’s Pride shares that are not held by JBS or its affiliates.

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The new committee has retained the law firm of Skadden, Arps, Meagher & Flom as its legal counsel, and Goldman Sachs & Co. as the financial advisor to assist it in the review and evaluation of  the JBS proposal.

When JBS made the offer, it stated that by purchasing all remaining PPC shares and delisting it in the United States, it would simplify the corporate structure of JBS and its subsidiaries, as well as maximize administrative efficiencies, optimize revenues and increase its operational and strategic flexibility.

JBS became the majority stakeholder of Pilgrim’s Pride in 2009, following Pilgrim’s filing for bankruptcy. Since that time, Pilgrim’s has grown through the acquisition of Tyson Foods’ Mexican operationsGNP CompanyMoy Park and Tulip, while its proposal to acquire Kerry Group’s Consumer Foods’ Meats and Meals business is pending. JBS previously owned Moy Park, prior to Pilgrim’s acquiring it in 2017.