FORM
6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated June 25, 2021
Commission File Number 1-15148
BRF
S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s
Name)
8501,
Av. das Naçoes Unidas, 1st Floor
Pinheiros - 05425-070-São Paulo – SP, Brazil
(Address of principal executive
offices) (Zip code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
* * *
This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance. These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements. You are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements. The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 25, 2021 | |||
BRF S.A. | |||
By: | /s/ Carlos Alberto Bezerra de Moura | ||
Name: | Carlos Alberto Bezerra de Moura | ||
Title: |
Chief Financial and Investor Relations Officer
|
EXHIBIT INDEX
Exhibit |
Description of Exhibit
|
1 | MATERIAL FACT |
BRF S.A.
Companhia Aberta
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 16269-2
MATERIAL FACT
BRF S.A. (“BRF” or "Company") (B3: BRFS3; NYSE: BRFS) in accordance with Instruction CVM no. 358/2002 and no. 384/2013 and as approved by the Board of Directors informs its shareholders and the market in general that its subsidiary BRF Pet S.A., dedicated to the pet food segment, executed, on this date, an agreement for the acquisition of the companies Paraguassu Participações S.A. and Affinity Petcare Brasil Participações Ltda., holders of 100% (one hundred percent) of the capital stock of Mogiana Alimentos S.A. (“Mogiana Alimentos” and “Mogiana Transaction”, respectively). The purchase price of the Mogiana Transaction is subject to the adjustments contemplated in the purchase and sale agreement and will be informed to the market upon the closing of this transaction.
The Company clarifies that the Mogiana Transaction was approved by its Board of Directors and does not depend on the approval of the Company General Shareholders´ Meeting, as it has an economic rationale and will be carried out by means of its subsidiary BRF Pet S.A., dedicated to the pet food segment, pursuant to item 7.11 of the Circular Letter/CVM/SEP/N°01/2021.
About the Mogiana Alimentos
In the pet food market for over 46 years, Mogiana Alimentos is a company specialized in animal nutrition products for dogs and cats, with solid standards of quality, governance and food safety. The company is headquartered in Campinas, São Paulo - Brazil and operates with a strong presence in the Southeast region, in addition to exporting products to countries in the Caribbean, Europe and South America, having, for this purpose, two production units in Campinas-SP and Bastos-SP. Its products’ portfolio includes relevant brands, such as the super premium Guabi Natural, Gran Plus in the high premium segment, Faro in the premium segment, in addition to the Herói and Cat Meal brands in the standard segment.
Transaction Rationale
In accordance with the "Vision 2030" plan, and in connection with the announcement of the signing of the Hercosul Group purchase agreement on June 18, 2021 (“Hercosul Transaction”), the execution of the purchase and sale agreement of the companies holding 100% of the capital stock of Mogiana Alimentos, by means of its subsidiary BRF Pet S.A., strengthens the Company’s business generation and diversification, responding to the consumers’ growing demands in this segment. These initiatives represent the effective steps to becoming one of the largest and most relevant players in the Brazilian pet food market by 2025, accelerating the development of its production capacity, logistics, brands and innovation in this segment, in addition to boosting the business in the specialized distribution channel.
With the closing of the Transactions, BRF will become one of the largest players in the pet food segment, with a market share of approximately 10%, according to estimates based on data provided by ABINPET (Brazilian Association of the Pet Products Industry).
The Mogiana Transaction is subject to the approval of the Brazilian competition authorities and to the satisfaction of other conditions precedent applicable to transactions of this nature.
The Company will keep the market duly informed about future developments.
São Paulo, June 25, 2021
Carlos Alberto Bezerra de Moura
Chief Financial and Investor Relations Officer
BRF S.A.