Pilgrim’s Pride Hands JBS’s Repeat Takeover Bid to Independents

Pilgrim’s Pride formed a special committee on Oct. 9 to review JBS’s $28.49 all-stock bid for the shares the meatpacker does not own. JBS N.V. already holds 82.1% of the Greeley, Colorado, poultry company, and the implied price matches the cash figure independent directors rejected in 2021.

The board said it will not approve a deal without that committee’s backing, and that any transaction is expected to need a majority of the votes cast by holders JBS does not control. JBS can still walk. It did so the last time the number looked like this.

Independent Directors Take the JBS File

The Greeley board said it had formed a special committee of independent directors to review the unsolicited proposal JBS N.V. sent on Aug. 18. The committee hired Ropes & Gray LLP as legal counsel and Moelis & Company LLC as financial advisor.

Pilgrim’s Pride, listed on Nasdaq as PPC, said there is no assurance a definitive agreement will be signed or that any deal will close. The release names no committee members. It does say the full board will not approve JBS’s terms without a favorable recommendation from that group.

JBS and affiliates, including JBS Wisconsin Properties LLC, beneficially own 195,445,936 shares, or 82.1% of the 238,108,524 shares outstanding as of June 28, 2026. The remaining 42,662,588 shares, 17.9% of the company, are the only block the offer has to buy. At the Aug. 18 reference price that minority is valued at $1.2 billion.

THE FILE ON OCT. 9

• The buyer: JBS N.V., already listed in New York as JBS and in São Paulo as JBSS32, sent the letter from Amstelveen in the Netherlands.
• The terms: a fixed swap of 2.086 JBS Class A shares for each PPC share, implied at $28.49 on Aug. 18.
• The close: PPC last changed hands at $28.50, for a market value of $6.79 billion, according to data compiled by LSEG.
• The advisers: Moelis on value, Ropes & Gray on process, with Citi and White & Case working for JBS.

That $28.50 last close is a market print from early October. It is not the 2021 cash offer, even though the dollars match. The committee is being asked to judge a stock ratio, not a locked cash price, and the implied dollars will move if JBS shares move.

The $28.50 That Independent Directors Already Refused

JBS first took control of Pilgrim’s Pride in 2009, buying a 64% stake for $800 million after the processor’s 2008 Chapter 11 filing. It has been trying to finish that purchase for a long time. The last serious attempt ended in a public refusal, then a withdrawal.

In August 2021, when JBS owned about 80%, it offered $26.50 a share in cash for the rest and framed that as a 17% premium to the trading price when the letter went out. The special committee said it would not support the bid unless JBS raised the price by a wide margin. On Nov. 15, 2021, JBS came back at $28.50 a share, still in cash.

Pilgrim’s Pride told the SEC the committee concluded that second offer “significantly undervalued the publicly owned shares of PPC.” The directors cited the Kerry Consumer Foods meats and meals deal, fourth-quarter 2021 trading, and efficiency work then under way. JBS made no further bid. On Feb. 17, 2022, it pulled the proposal, saying it could not agree terms with the special committee.

THE PATH FROM BANKRUPTCY TO THIS OFFER

1. 2008: Pilgrim’s Pride files Chapter 11 after a brutal poultry cycle.
2. 2009: JBS buys 64% for $800 million as the company leaves bankruptcy.
3. August 2021: JBS offers $26.50 a share in cash for the remaining stake, about 20% of the equity.
4. November 15, 2021: JBS raises the cash bid to $28.50 a share. The special committee still says no.
5. February 17, 2022: JBS withdraws after months with no new number.
6. August 18, 2026: JBS N.V. sends a non-binding stock swap implied at $28.49.

The 2026 headline number is one cent under the cash figure those directors already killed. Brazilian bank BTG Pactual has argued the comparison is less harsh once dividends paid since 2021 are netted out, putting the old $28.50 at about $24.15 in today’s terms and the new package about 18% richer on that yardstick. Even on BTG’s math, JBS is not paying a take-private premium to the August tape. It is paying par, in its own paper.

The Committee Arrives 52 Days After the Letter

The Aug. 18 letter asked the board to stand up a fully empowered special committee, hire independent advisers, and condition any deal on a majority of the votes cast by shares JBS does not own. The committee and those advisers were named on Oct. 9, 52 days later.

That lag is the first hard fact of this round. JBS said it needed no due diligence, expected no material regulatory hurdle, and required no vote of its own shareholders. The poultry company’s public board still took seven weeks to put lawyers and a bank in the room. Minority holders are being asked, in the end, to swap a Nasdaq share for stock in the parent that already runs the plants.

The 2026 bid is not cash. Global chief financial officer Guilherme Perboyre Cavalcanti signed a letter offering a fixed exchange ratio of 2.086 shares of JBS Class A common for each PPC share, based on the Aug. 18 closes of $13.66 for JBS and $28.49 for Pilgrim’s Pride. Two point zero eight six times $13.66 is $28.49. There is no extra dollar on top of that close.

TWO BIDS, FIVE YEARS APART

UBS had already cut its Pilgrim’s Pride target to $28 from $30 on Aug. 7 and kept a Neutral rating, so one large-house number sat under the implied offer before the letter arrived. The wider Street still prints higher. Market compilations put the average analyst target at $33.29, which is 16.8% above the $28.50 close LSEG logged around the committee news. Moelis’s fairness work will have to sit between those two marks, the 2021 refusal, and a ratio that does not pay cash.

Who Votes on the Shares JBS Does Not Own?

JBS told the board it wants only the shares it does not already hold. It has no interest in selling its 82.1% block, and it will not vote for an alternative sale, merger, or similar deal. There is no competing bidder in this structure, because the controlling holder has said it will not let one through.

The public float still has a veto of a sort. Any definitive deal is expected to need a majority of the votes actually cast by holders other than JBS and its affiliates, not a majority of every minority share outstanding. Turnout matters. So does the charter step JBS called out: approval by Pilgrim’s Pride’s “equity directors,” the directors the certificate treats as independent of the controlling stockholder.

WHAT ANY DEAL WOULD STILL NEED

• Committee sign-off: The full board has said it will not approve JBS’s terms without a favorable recommendation from the special committee.
• Equity directors: JBS expects the committee’s creation and any deal to be approved under the charter’s equity-director rules.
• Minority votes: A majority of the votes cast by shares not held by JBS or its affiliates is expected as a closing condition.
• A signed contract: The Aug. 18 letter is not binding, and JBS says no legal duty exists until both sides execute definitive papers.

If those tests are met and the deal closes, PPC common stock would leave Nasdaq and would be deregistered. Holders would own JBS Class A shares instead. In the Dutch JBS N.V. structure, each Class A share carries one vote and each Class B share carries 10 votes, so the scrip on offer is the low-vote line. The control group keeps the high-vote paper.

A Stock Swap After the NYSE Listing

Cash was the currency in 2021 because JBS S.A. still lived on the Brazilian exchange, with only over-the-counter receipts in the United States. That constraint lifted in June 2025, when JBS N.V. moved to a dual listing and its Class A shares listed on the NYSE under the ticker JBS, with BDRs in São Paulo as JBSS32. The parent can now pay in New York-listed stock. That is the mechanical change between the two bids.

Jeremiah O’Callaghan, chairman of the JBS board, put the pitch in continuity language rather than in a premium.

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, JBS N.V.

JBS also argues holders would share in a simpler group chart, including the elimination of PPC’s standalone public company costs and freer capital moves across the protein group, plus a larger Class A float than PPC’s minority tape. Those are parent-company benefits. They are not extra cash in the swap.

O’Callaghan said JBS and Pilgrim’s Pride have worked together “for over 16 years” as the poultry company grew sales and its footprint. Citi is financial advisor to JBS, White & Case LLP is legal advisor, and Collected Strategies is handling communications. The letter says JBS’s board unanimously authorized the approach.

Plants in 14 States Face a Nasdaq Exit

Pilgrim’s Pride employs about 63,000 people and runs protein plants and prepared-foods sites in 14 U.S. states, Puerto Rico, Mexico, the United Kingdom, Ireland, and continental Europe. It sells mainly through retailers and foodservice distributors. The brands on the U.S. and European shelves include Pilgrim’s Chicken, Just Bare, Gold’n Plump, and Moy Park.

The headquarters line on the Aug. 19 8-K is 1770 Promontory Circle in Greeley, the same campus JBS USA has used as its U.S. base. A take-private would not move the slaughter lines. It would pull a large U.S. poultry name off Nasdaq and fold the remaining public float into JBS N.V., whose Class A shares already trade in New York.

The August calendar around the letter was busy. Pilgrim’s Europe agreed that week to buy Walkers Deli & Sausage Company from Samworth Brothers. Through JBS USA, the parent had also just formed a joint venture with Indonesia’s sovereign wealth fund to look at protein projects in Southeast Asia, Australia, and New Zealand. Those deals do not change the ratio. They do show why JBS wants a single capital stack rather than a listed subsidiary with its own board, its own 10-K, and its own minority vote.

A closed deal would end standalone reporting that now includes an annual report for the fiscal year ended Dec. 28, 2025, filed on Feb. 12, 2026. Customers, workers, and state regulators would still see a Greeley operator. Public investors would see JBS.

JBS Wrote Itself an Exit in the Letter

Cavalcanti’s letter is explicit about optionality. The proposal “is not a binding offer or agreement and is an expression of interest only,” and JBS “reserve[s] the right to withdraw or modify our Proposal in any respect at any time.” That is the same door the parent used on Feb. 17, 2022, after the special committee refused to bless $28.50 in cash.

JBS says it does not expect material regulatory or other hurdles and that its own shareholders need not vote. U.S. meat consolidation has been a political subject for years, and the 2021 run-up ended in a walk-away rather than a filing fight. The 2026 letter treats clearance as a non-issue. The special committee is free to treat that as JBS’s view, not as a finding.

Independent directors now have a live ratio, a 2021 refusal on almost the same dollars, a dual-class parent share as the consideration, and a minority vote that only counts the ballots actually cast. They also have a counterparty that has already shown it will leave the table rather than raise a number it does not like. The Aug. 18 letter still lets JBS withdraw or change the proposal at any time, and it says no legal duty exists until both sides sign a definitive deal.

Disclaimer: This article is news reporting and analysis for information only. It is not investment advice, a solicitation to buy or sell Pilgrim’s Pride or JBS securities, or a recommendation on how minority holders should vote if a deal is put to them. Readers should consult a licensed financial adviser or securities lawyer before acting on any deal terms, and should read the companies’ SEC filings, including any later proxy or registration statement. Figures and statuses reflect company statements and market data as of the dates given in this piece and may change as the special committee works.