Material Fact – Acquisition of Frisa Refrigerator Rio Doce SA – 11/07/2016


Barretos, November 07, 2016Minerva S.A. (“Minerva” or “Company”), one of the leaders in South America in the production and sale of fresh beef, live cattle and cattle byproducts, with operations also in the beef processing segment, pursuant to the provisions of article 157, paragraph 4, of Law no. 6,404 of December 15, 1976, as amended (“Corporations Law”), and in accordance with CVM Instruction 358 of January 3, 2002, as amended (“ICVM 358/02”), hereby informs its shareholders and the market in general that:

The Board of Directors, in a meeting held on the date hereof, resolved, among other matters, to approve the execution, by the Company, of a Share Purchase Agreement and Other Covenants (“SPA”), by means of which the Company will, subject to the verification of certain conditions precedent, acquire shares issued by Frisa Frigorífico Rio Doce S.A. representing 99.56% (ninety-nine point fifty-six percent) of its total capital stock, being 100% (one hundred percent) of its voting capital stock and 98.41% (ninety-eight point forty-one percent) of its capital stock without voting rights (“Acquired Shares”).

Frisa is one of the major cattle meat producers in Brazil, with facilities in Colatina (State of Espírito Santo, with slaughter capacity of 500 heads/day), Nanuque (State of Minas Gerais, with slaughter capacity of 800 heads/day) and Teixeira de Freitas (State of Bahia, with slaughter capacity of 400 heads/day), with both its center of distribution and office located in the city of Niteroi, State of Rio de Janeiro. In 2015, Frisa had net revenues amounting R$ 942 million and approximate EBTDA of R$ 43 million. The export represents around 33% (thirty-three) of the Frisa’s total sales.

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Minerva S.A.
Eduardo Pirani Puzziello
Investor Relations Officer

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