Perdigao and Sadia Sign an APRO Agreement with CADE

Fri Jul 10, 2009 11:42am EDT
 
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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
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.
SOURCE  Perdigao

Edina Aparecida Gomes Biava, Perdigao Investor Relations Manager,
+011-55-11-3718-5791, +011-55-11-3718-5301, +011-55-11-3718-5306

 

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