JBS Offers the 2021 Price in New Stock

JBS N.V. offered a zero-premium stock swap for the last 18 percent of Pilgrim’s Pride, matching a cash price a special committee already refused. The Dutch-listed meat group, ticker JBS on the New York Stock Exchange, submitted the bid on August 18, 2026. It would pay 2.086 JBS Class A shares for each remaining Pilgrim’s Pride share, or $28.49 at that day’s close, and take the Greeley, Colorado, poultry company off Nasdaq.

Pilgrim’s Pride shares then jumped as much as 13 percent, the biggest intraday move since the last buyout attempt in August 2021, according to Bloomberg. The tape is treating the first number as a floor, not a finish.

A $1.2 Billion Swap With No Premium

JBS already owns about 82 percent of Pilgrim’s Pride through its U.S. unit, a stake the company’s June 28, 2026, quarterly filing put at 82.1 percent. A Schedule 13D amendment described the stub as 17.9 percent. Bloomberg valued that slice at about $1.2 billion using Tuesday’s JBS close. Reuters put Pilgrim’s Pride’s market cap at about $6.8 billion, down some 27 percent this year, against $14.6 billion for JBS, which was down about 5 percent.

The math is exact at the reference prints. JBS closed at $13.66 on August 18 and Pilgrim’s Pride at $28.49, so 2.086 JBS shares times $13.66 equals $28.49. Reuters called the implied bid in line with that close. There is no cash alternative in the letter.

JBS filed a non-binding proposal for the remaining shares from Amstelveen, Netherlands, and said the deal needs a special committee of independent and disinterested Pilgrim’s Pride directors plus a majority of votes cast by unaffiliated holders. JBS shareholders do not vote. Citi is financial adviser and White & Case LLP is legal adviser. If it closes, Pilgrim’s Pride common stock would leave Nasdaq and be deregistered.

For over 16 years, JBS and PPC have worked together as PPC has expanded its operations, strengthened its global presence and significantly grown revenue. We believe this proposal offers PPC stockholders the opportunity to continue participating in PPC’s future performance through ownership of JBS shares, with exposure to a larger and more diversified global business.

Jeremiah O’Callaghan, Chairman of the JBS Board of Directors, August 18, 2026 statement

The filing also sells a simpler group chart, the end of Pilgrim’s Pride’s standalone public-company costs, and “more flexible and efficient” capital allocation. Minority holders would give up a U.S. chicken listing and receive parent paper with a larger float. Brands under the target include Pilgrim’s Chicken, Just Bare, Gold’n Plump and Moy Park, with plants in the United States, the United Kingdom, Puerto Rico, Mexico and the rest of Europe.

The 2026 headline number is one cent under the cash raise a prior independent committee already turned down. The currency is the change, not the price.

NYSE Shares Are the Currency JBS Lacked

JBS could not have written this letter in 2021. That bid was cash because the parent still traded in Brazil, with only ADRs in the United States. JBS N.V. Class A shares began trading on the NYSE on June 13, 2025, completing a dual listing with BDRs on Brazil’s B3 under JBSS32, which had started four days earlier.

Gilberto Tomazoni, then global CEO, called the listing a source of “great pride” and said it strengthened access to global capital. CFO Guilherme Cavalcanti called it a move to “optimize our capital structure and broaden our investor base.” Fourteen months later that new paper is the bid currency for the leftover Pilgrim’s Pride float.

JPMorgan analyst Lucas Ferreira told Reuters he viewed the exchange as positive on relative value. “JBS shares are now better currency than cash for this purpose as relative value between the two entities look favorable and it does not pressure the balance sheet,” he wrote in a note. That is the wager in one line. JBS can fold in the stub without writing a $1.2 billion check, and minority holders are asked to take a diversified global meat stock instead of cash at a number they have seen before.

A Class A-to-Class B conversion window for JBS N.V. runs through December 31, 2026, with a 20 percent minimum free-float test in the listing documents. The Batista family controls the group through high-vote stock. Holders who accept the swap move from a chicken pure-play into that voting structure.

Why the Bid Arrives After a Profit Collapse

JBS is bidding after Pilgrim’s Pride just printed one of its weakest quarters in years, which makes a no-premium offer on a beaten-up stock look cheaper than the same dollar figure did in 2021. The company on July 29 reported second-quarter net sales of $4.6 billion. GAAP net income was $13.2 million, or $0.06 a share, down from $356.0 million, or $1.49 a share, a year earlier. Adjusted EBITDA fell to about $360 million, a 7.8 percent margin, from $686.9 million and 14.4 percent.

Q2 2026 PRESSURES

• U.S. profit: The U.S. segment posted a $44.0 million net loss, against $239.3 million of net income a year earlier, as commodity chicken prices dropped.
• Legal bill: Litigation settlements booked in the quarter totaled $135.7 million, up from $58.5 million a year earlier, and helped lift SG&A.
• Plant close: An asset impairment of $25.6 million was tied to the announced closure of the Chattanooga, Tennessee, harvest plant.
• Sales mix: U.S. sales were $2.65 billion, Europe $1.39 billion and Mexico $587.3 million, with thinner adjusted operating margins in every region.

Reuters noted that Pilgrim’s Pride had, in the week before the bid, traded at its lowest intraday level since February 2024. A zero-premium swap onto that print asks holders to exit after the fall, not before it. Adjusted net income of $153.9 million and adjusted EPS of $0.64 show the run-rate is not zero, but the GAAP collapse is what a committee will have to explain if it blesses $28.49.

The trough also cuts the other way for JBS. Paying in stock after a 27 percent year-to-date slide in the target, with no cash out the door, is the cheaper moment to finish a 17-year consolidation.

The Last Committee Walked Away From $28.50 Cash

JBS first took control in 2009, after Pilgrim’s Pride filed Chapter 11 the year before, buying a 64 percent stake for $800 million in a deal the companies then described as an enterprise value of about $2.8 billion. The leftover public float has been the unfinished piece ever since.

On August 12, 2021, JBS S.A. offered $26.50 per share in cash for the rest, a 17 percent premium to that day’s close, a 26 percent premium to the prior week, and a 22 percent premium to the 30-day average, and above the 52-week high. The board named a special committee, which hired Goldman Sachs and Skadden, Arps, Slate, Meagher & Flom LLP. Board resolutions said no deal would go forward without that committee’s recommendation and a majority-of-the-minority vote.

1. September 17, 2009: JBS agrees to buy 64 percent of the reorganized poultry producer for $800 million in cash.
2. August 12, 2021: JBS bids $26.50 a share in cash for the remaining public stock, about 20 percent of the company.
3. October 29, 2021: The special committee tells JBS it will not support the bid unless the price rises by a large amount.
4. November 15, 2021: JBS raises the cash bid by $2, to $28.50 a share, still below that day’s $29.13 average price.
5. February 4, 2022: The committee says the raise still does not appropriately value the shares owned by holders other than JBS.
6. February 17, 2022: JBS withdraws, saying it could not agree terms with the committee.
7. June 13, 2025: JBS Class A shares start trading on the NYSE.
8. August 18, 2026: JBS returns with a stock swap implied at $28.49 and no premium.

The 2021 committee did not quibble with structure. It quibbled with price, twice, including after a $2 bump to $28.50. The 2026 letter lands one cent under that refused cash number and asks the next committee to take JBS stock instead. Anyone who owned Pilgrim’s Pride through both bids is being shown the same dollar figure in a weaker chicken tape, with a less liquid exit.

Wesley Batista Filho Takes Over in January 2027

Eight days before the letter, JBS said Wesley Batista Filho will become Global CEO in January 2027. He is 34, the grandson of founder José Batista Sobrinho and the son of former CEO Wesley Batista, and he has run JBS USA since 2023. The U.S. business, the company said, generates more than half of group revenue of roughly $80 billion. He started as a trainee at the Greeley beef plant in 2011, the same Colorado town where Pilgrim’s Pride is based.

Gilberto Tomazoni will step down after 14 years at JBS, eight of them as global CEO, then become vice chairman and senior adviser. During his tenure, JBS said, revenue grew 73 percent, from $49.7 billion to $86.2 billion, the firm reached investment grade, and the NYSE listing closed. He will also keep serving as chairman of Pilgrim’s Pride, a post he has held for 13 years, which is why an independent special committee is not optional window dressing. The board that received the bid is chaired by the outgoing parent CEO.

JBS employs more than 282,000 people and sells into 180 countries. Pilgrim’s Europe, already inside the target, agreed this month to buy Walkers Deli & Sausage Company from Samworth Brothers. JBS USA also formed a joint venture with Indonesia’s sovereign-wealth fund earlier in August, aimed at protein in Southeast Asia, Australia and New Zealand. The squeeze-out sits inside that same burst of house-cleaning before the heir takes the group.

Minority Holders Still Control the Outcome

JBS said it will not move without a fully empowered independent committee, advised by its own lawyers and bankers, and without a majority of votes actually cast by unaffiliated Pilgrim’s Pride shares. That is the same dual lock that killed the 2021 cash offers. Roughly one-fifth of the equity, and a much larger share of the votes that will be counted, can still say no.

After hours on August 18, Reuters said Pilgrim’s Pride rose 7 percent and JBS about 1 percent. The next session, Investing.com reported the stock opened at $30.40, already above the $28.49 implied price, and traded as high as $32.48, a 14 percent surge. Yahoo Finance logged a 13.25 percent gain. Bloomberg called it the largest intraday jump since August 2021, which is when the last bid also sent the stock through the offer. Merger-arb desks are not assuming this ratio holds.

WHAT WE KNOW

• The ratio: 2.086 JBS Class A shares per Pilgrim’s Pride share, fixed, with no cash option in the August 18 letter.
• The votes: Independent committee approval and a majority of unaffiliated votes cast are both required; JBS holders do not vote.
• The listing: A completed deal would remove Pilgrim’s Pride from Nasdaq and end its SEC registration as a standalone issuer.

WHAT IS UNCONFIRMED

• Committee names: The August 18 8-K said the board will form a special committee; JBS has not published a revised ratio or a cash mix.
• Final value: Whether holders receive more than 2.086 JBS shares, a collar, or cash remains a negotiation, not a fact.
• Timing: There is no signed deal, no proxy, and no closing date.

A zero-premium swap into parent stock, dropped in after a 96 percent drop in quarterly profit, reads as a bid JBS can afford to have rejected once. The last independent committee already walked away from $28.50 in cash. This one is being asked to take $28.49 in JBS paper, while the stock trades several dollars above that print and a Batista prepares to run the combined group from Greeley’s old orbit.

The bet is that New York-listed shares, a simpler chart, and a tired chicken tape will do what a check could not. The only people who can call that bet are the unaffiliated holders and the directors who will sit on the next special committee.

Disclaimer: This article is news reporting and analysis of a non-binding takeover proposal, and it is for information only. It is not investment advice, a recommendation to buy or sell JBS N.V. or Pilgrim’s Pride Corporation securities, or an offer or solicitation of any kind. Readers should consult a licensed financial adviser or securities lawyer before acting on any bid, vote, or share exchange. Share prices, ownership figures, and deal terms reflect the cited filings and reports as of August 26, 2026, and can change if the special committee responds, the exchange ratio moves, or either stock trades away from the reference closes.