Material Fact – Merger of Mato Grosso Bovinos S.A. – 09/16/2014


Minerva 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, pork and poultry processing segments, in accordance with paragraph 4 of Article 157 of Law 6,404 of December 15, 1976, as amended ("Brazilian Corporation Law"), under the terms and for the purposes of CVM Instruction 319, of December 3, 1999, as amended ("ICVM 319") and CVM Instruction 358, of January 3, 2002, as amended (“ICVM 358“), complementing the material fact disclosed on August 20, 2014 ("Material Fact August 20, 2014") and the material fact disclosed on November 1, 2013, and published in the newspapers of wide circulation adopted by the Company on November 5, 2014 ("Material Fact November 01, 2013"), hereby informs its shareholders and the market in general on the proposal for the merger of shares, by the Company, pursuant to Article 252 of the Brazilian Corporation Law, of Mato Grosso Bovinos S.A. ("Merged Company" and, jointly with the Company, the "Companies" and the "Transaction") under the terms and conditions established in the "Private Instrument of the Protocol and Justification of Merger, by Minerva S.A., of Shares Issued by Mato Grosso Bovinos S.A." entered into by the management of the Companies on September 15, 2014 ("Protocol and Justification"), to be resolved at the extraordinary shareholders’ meeting to be held on first call on October 1, 2014, in accordance with the terms detailed below.

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