SAO PAULO, Nov. 20, 2014 /PRNewswire/ — On Friday, November 14, 2014, after the release of solid 3^rd quarter earnings, Marfrig Global Foods S.A. (“Marfrig“), together with BB Securities Ltd., Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Branch and Santander Investment Securities Inc. (the “Purchaser“) (together, the “Dealer Managers“) announced the commencement of a discretionary offer by the Purchaser to purchase for cash (the “Tender Offer“) any and all of the outstanding 9.50% Senior Notes due 2020 (the “Notes“) of Marfrig Overseas Limited (the “Issuer“), pursuant to the offer to purchase and consent solicitation statement dated November 14, 2014 and the related letter of transmittal. Simultaneously with the Tender Offer, Marfrig initiated calls with a number of investors this week to discuss a potential new offering of senior notes (the “New Offering“) whose proceeds would be exclusively used to finance the Tender Offer. For the reasons stated below, Marfrig has decided to terminate the Tender Offer and New Offering.

The discretionary Tender Offer was made as part of Marfrig’s overall strategy to continue reducing its interest expenses. Marfrig has conducted three successful liability management transactions in the last twelve months, with the most recent new offering of senior notes priced below 7% and with a negative new issue premium of 78 bps.

On the morning of Wednesday, November 19^th, 2014, initial price talks were disseminated to the market for the potential New Offering, with a 7-year maturity. Although a solid book was built during that morning, price levels indicated by investors did not meet Marfrig´s original price target. Therefore, in light of its overall objective of reducing interest expense, Marfrig has decided not to undertake the New Offering and will continue with an open and fluid dialogue with investors. At this time, Marfrig and the Purchaser, along with the other Dealer Managers, have agreed to withdraw the Tender Offer, along with Marfrig’s decision to withdraw the New Offering. Marfrig thanks investors for their continued support.

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As a result of the termination, none of the Notes that have been tendered in the Tender Offer will be accepted for purchase and no consideration will be paid or become payable to holders of Notes who have tendered their Notes in the Tender Offer. All Notes previously tendered and not withdrawn will be promptly returned or credited back to their respective holders. All consents previously delivered and not revoked will be of no effect, and the indenture governing the Notes will remain in its present form, unamended. This press release confirms the Purchaser’s formal termination of the Tender Offer and Consent Solicitations.

Holders of Notes with questions regarding the termination of the Tender Offer and Consent Solicitations may direct such questions to D.F. King at (800) 591-6309 (toll free), (212) 269-5550 (collect) or marfrig@dfking.com.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not 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 Issuer and Marfrig. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

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, Marfrig’s business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuer and Marfrig 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 Issuer and Marfrig undertake no obligation to update any of its forward-looking statements.

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Ricardo Florence dos Santos

Chief Financial and Investor Relations Officer
Marfrig Global Foods S.A.

SOURCE Marfrig Global Foods S.A.