Perdigao and Sadia Sign an APRO Agreement with CADE
July 10 2009 - 11:42AM
PR Newswire (US)
SAO PAULO, July 10 /PRNewswire-FirstCall/ -- On July 7 the
Administrative Council for Economic Defense (the Brazilian
anti-trust authority) - CADE signed a Transaction Reversibility
Preservation Agreement (APRO) with Perdigao and Sadia with respect
to the Association Agreement between the two companies. This
Agreement follows negotiations between the companies and CADE, the
purpose being to ensure the reversibility of the Association
Agreement until receiving a final ruling from the anti-trust
authority. The APRO provides for measures to preserve continued
competition between the companies while the effects of a future
merger are still being examined. The Agreement does not prevent the
business condition -- it is only intended to ensure that certain
actions will not become effective until a final decision is made by
this authority. Leopoldo Viriato Saboya Chief Financial Officer and
Investor Relations Officer BRF - Brasil Foods S.A Jose Luis
Magalhaes Salazar Chief Financial Officer and Investor Relations
Officer SADIA S.A. Important Notice This business combination
involves the securities of a Brazilian company. The business
combination is subject to disclosure requirements of Brazil that
are different from those of the United States. It may be difficult
for you to enforce your rights and any claim you may have arising
under the U.S. federal securities laws, since the issuer is located
in Brazil, and some or all of its officers and directors may be
residents of Brazil. You may not be able to sue a Brazilian company
or its officers or directors in a Brazilian court for violations of
the U.S. securities laws. It may be difficult to compel a Brazilian
company and its affiliates to subject themselves to a U.S. court's
judgment. You should be aware that the issuer may purchase
securities otherwise than under the exchange offer, such as in open
market or privately negotiated purchases. This communication is not
an offering document and does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. Investors in American
Depositary Shares ("ADSs") of Sadia S.A. ("Sadia") and U.S. holders
of preferred shares of Sadia are urged to read the U.S.
informational document regarding the association between Sadia and
Perdigao S.A. ("Perdigao" and, together with Sadia, the
"Companies"), when it becomes available, because it will contain
important information. U.S. holders of common shares of Sadia are
urged to read any informational document or other materials
prepared by Perdigao for common shareholders of Sadia regarding the
association because they will contain important information.
Perdigao expects to submit copies of these documents to the U.S.
Securities and Exchange Commission ("SEC") when they are available,
and investors and security holders may obtain free copies of these
documents and other documents filed by the Companies with the SEC
at the SEC's website at http://www.sec.gov/. A copy of any
informational documents prepared for holders of ADRs or U.S.
holders of common or preferred shares of Sadia (when available) may
also be obtained for free from Perdigao. This communication
contains forward-looking statements. These statements are
statements that are not historical facts and are based on the
current view and estimates of management of the Companies of future
economic circumstances, industry conditions, company performance
and financial results. The words "anticipates," "believes,"
"estimates," "expects," "plans" and similar expressions, as they
relate to the Companies, are intended to identify forward-looking
statements. Statements regarding the structure and timing of any
association between the Companies, business strategies, future
synergies, future costs and future liquidity of the Companies, and
pro forma results of operations and financial condition of the
Companies are examples of forward-looking statements. Such
statements reflect the current views of management and are subject
to a number of risks and uncertainties, including economic and
market conditions in Brazil and globally, conditions in the
industry of the Companies, any regulatory actions relating to the
association, the ability of the Companies to achieve projected
synergies and the risk factors outlined by each of the Companies in
their filings with the SEC and the Brazilian Comissao de Valores
Mobiliarios (CVM). There is no guarantee that the expected events,
trends or results will actually occur. Any changes in the
assumptions and factors on which these forward-looking statements
are based could cause actual results to differ materially from
current expectations. DATASOURCE: Perdigao CONTACT: Edina Aparecida
Gomes Biava, Perdigao Investor Relations Manager,
+011-55-11-3718-5791, +011-55-11-3718-5301, +011-55-11-3718-5306
Web site: http://www.perdigao.com.br/
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