EX-2.1 2 d300464dex21.htm MANAGEMENT PRESENTATION OF JBS S.A. AND VIGOR ALIMENTOS S.A. Management Presentation of JBS S.A. and Vigor Alimentos S.A.
JBS S.A.
Voluntary Public Offering –
Share Swap
February
10
th
,
2012
Exhibit 2.1

2
PAGE
Presenters
Jeremiah O’Callaghan
Investor Relations Director
Wesley Mendonça Batista
CEO
Gilberto Xandó
Vigor’s CEO

3
PAGE
*The announcement of the Offering will be published after the registration by CVM. Read the Proclamation in full to analyze the
Offering conditions. This presentation does not constitute an offering of securities for sale in the United States.  The securities
mentioned herein may not be offered or sold in the United States
absent registration or an exemption from registration under U.S.
law.  JBS S.A. does not intend to register or conduct a public offering of these securities in the United States.”
Summary of the Exchange Offering
Transaction: Voluntary Public Tender Offer, directed to JBS’
shareholders, in which JBS
offers Vigor’s shares in exchange for JBS’
shares
AS a result of the Exchange Offer, Vigor will be a publicly listed company in Brazil, focused on
the consumer sector and listed on the BM&FBovespa“Novo Mercado”
segment
The Offering is subject to certain conditions which will be mentioned in the  Offering
Notice:
•
Analysis and approval by CVM, the Brazilian SEC, of certain  exemptions from compliance
with certain regulatory provisions of CVM 361/02 and 10/80
•
Consent of holders of Bonds issued by JBS and its subsidiaries
Creditors:
Covenants of the JBS USA notes due 2014, Bertin notes due 2016 and JBS S.A.
notes due 2016. The transaction is subject to the consent of bondholders and from the other
creditors of  other financings of JBS when applicable
Corporate governance:
Same standards as JBS, listing in BM&FBovespa “Novo Mercado”
segment, Board of Directors composed of 7 members, 5 of which independent
The definition of the valuation of Vigor and its shares, JBS’
shares and the exchange ratio of
the Exchange  Offering will occur in a future JBS Board Meeting to be held prior to the
publication of the  Offering Notice

4
PAGE
Strategic Rationale
Market  is possibly not fully perceiving Vigor’s value within JBS’
corporate structure
Vigor may potentially be valued at comparable consumer
companies’
multiples
Valuation of Vigor
The
Exchange
Offering
will
not
impact
JBS’
participation
in
the
current
indexes
(for
example:
Ibovespa,
MSCI,
among
others)
No impact on
JBS’
stock
liquidity
Flexibility to support growth strategy
Capital structure  independent from JBS
Own corporate governance, strategy and management team
Higher visibility
and flexibility for
potential strategic
moves
Discussions with market analysts, from relevant banks and brokers
Independent and dedicated Investor Relations activities
Clear market
positioning

5
PAGE
“JBS’
share price”:
to be defined by JBS’
Board of Directors
before the publication of the Offering
Notice
“Equity Value of Vigor”:
total Equity value of Vigor to be defined
by JBS’
Board of Directors
“Number of JBS’
Shares Object of the Exchange Offering”:
Calculated by the formula:                
“Equity Value of Vigor”
“JBS’
Share Price"
Exchange Ratio Definition

6
PAGE
Shareholders’
Maximum Amount of JBS’
Shares Object of the Exchange
Offering
Note: 1. Total amount of JBS shares after the cancellation of the treasury shares
2.  Please refer to the previous slide for further information
“Stake of a Given Shareholder in JBS”:
Calculated by the formula:     Amount of JBS’
Shares Owned by the Given Shareholder
2,963,924,296
1
“Maximum
Amount of JBS’
Shares Object of the Exchange Offering by a Given
Shareholder”:
Calculated by the formula:
“Number of JBS
shares object of the
Exchange
Offer”
2
“Stake of the Given
Shareholder in JBS”
×
JBS’
shareholders
will
be
allowed
to
determine
the
amount
of
shares
which
they
intend
to
tender
in
the
Exchange
Offering
and,
in
case
of
non-participation
in
the
Exchange
Offering
and,
thus,
non-
participation
in
the
auction,
there
will
be
no
change
to
their
quality
as
JBS’
shareholders
nor
in
their
ownership
of
shares
issued
by
JBS,
subject
to
a
possible
adjustment
in
the
stake
owned,
which
will 
depend
on
the
result
of
the
Exchange
Offer

7
PAGE
Exchange Offering Timeline
Procedure to Participate in the Auction
The
commencement
of
the
Exchange
Offering
is
pending
approval
by
the
CVM,
which
is
currently
reviewing
the
documents
relating
to
the
Exchange
Offer.
JBS’
shareholders
interested
in
participating
in
the
auction
will
have
30
days
from
the
share
base
date
to
express
their
interest
to
a
broker
that
is
authorized
to
operate
in
the
BOVESPA
segment
of
BM&FBOVESPA.
Participation
in
the
auction
shall
be
in
accordance
with
the
requirements
established
by
the
regulations
of
BM&FBOVESPA,
as
well
as
the
requirements
mentioned
in
the
Offering
Notice.
Each
shareholder
of
JBS
interested
in
participating
in
the
Exchange
Offering
must
complete
a
Form
of
Intention,
indicating,
among
other
information,
the
amount
of
shares
owned
as
of
the
date
of
the
Launch
and
the
amount
of
shares
subject
to
the
auction,
which
will
be
restricted
to
such
shareholder’s
percentage
ownership
in
JBS
shareholders’
equity
Filing  of the
Exchange Offering 
documents with
“CVM”
(February
9,  2012)
Document Analysis by “CVM”
–
X days
Qualification Period for the Auction –
30
days
Interval until
the Auction –
2 days
Share Base Date
Auction

8
PAGE
Vigor’s Corporate Governance
Transparency
Best practices
Reliability
Best products and services
Solidity
Profitability
Future
1 president
5 independent  members
1 effective member
Elected and removed at any time
by the General Assembly.
Board of Directors
Permanent Fiscal
Committee
7 members
3 members
Elected by the Board of Directors
for a term of three years and
eligible for reelection.
Executive Directors
Sustainability
Risk Management
Financial
Board of Directors
Committees
3 committees
Vigor will be part of the Novo Mercado segment in which companies agree to
follow a set of rules that provide greater transparency and certainty for investors.
*
Executive Directors and Board of Directors

9
PAGE
Independent
Member
Vicente Falconi
Campos
Member
Joesley Batista
Independent
Member
Sérgio Carvalho
Mandin Fonseca
Mr.
Joesley
Batista
is
the
current
Chairman
of
JBS,
elected
on
January
2
nd
,
2007,
and
has
more
than
20
years
of
experience
in
beef
production
at
the
JBS
Group.
Mr.
Joesley
Batista
has
been
working
at
the
JBS
Group
since
1988
and
is
member
of
the
Batista
family.
Joesley
was
also
CEO
of
JBS
SA
between
2006
in
2011,
a
period
in
which
revenues
have
grown
by
1,200%,
and
the
Company
has
made
different transformational
acquisitions
in
North
America
and
Australia,
in
addition
to
going
public
in
2007.
Bachelor
in
Industrial
Engineering
from
Escola
Politécnica
at
the
University
of
São
Paulo,
post-graduate
in
Sales
and
Marketing
Strategic
Administration
by
the
Univ.
of
California,
Berkeley,
and
PGA
–
Advanced
Management
Program
by
Fund.
Dom
Cabral
and
Insead,
France.
He
was
the
Retail
Director
at
Martins
Comércio
e
Atacado
from
1987
to
2003,
and
Vice-President
for
Domestic
Market
at
Sadia
from
2004
to
2009.
Member
of
the
Executive
Committee
at
Apprimus
from
2002
to
2003;
member
of
the
Board
of
Directors
at
Excelsior
Alimentos
from
2008
to
2009;
current
member
of
the
Board
at
Associação
Comercial
e
Industrial
de
Uberlândia.
Mr.
Vicente
Falconi
Campos
is
a
member
of
the
Board
of
Directors
at
Ambev
and
Institutional
Board
of
Managerial
Development
(Conselho do Instituto de
Desenvolvimento
Gerencial
-
INDG),
as
well
as
an
Emeritus
professor
at
the
Federal
University
of
Minas
Gerais.
Mr.
Campos
has
been
a
Board
member
of
Sadia
and
Unibanco
and
has
received
awards
from
different
public
organizations,
both
from
the
Executive
and
Legislative
branches,
and
business
associations,
as
well
as
having
published
six
books
on
Business
Administration.
Bachelor
in
Mining
and
Metallurgy
Engineering
from
the
Federal
University
of
Minas
Gerais,
as
well
as
a
M.Sc.
and
Ph.D.
from
the
Colorado
School
of
Mines
(EUA).
Independent
Member
Cristiana
Arcangeli
Mrs.
Cristiana
Arcangeli
has
graduated
in
Dentistry
with
specialization
in
Endodontics
and
has
been
working
in
the
cosmetics
segment
for
more
than
25
years,
in
which
she
has
created
brands
such
as
Phytoervas,
Éh
Cosméticos
and
Beauty´in.
Mrs.
Arcangeli
has received different
awards
for
her
influence
in
the
cosmetics
and
fragrances
segment
and
for
her
entrepreneurial
actions,
as
well
as
being
the
first
female
member
of
the
Brazilian
Marketing
Academy,
a
volunteer
at
Endeavor,
a
writer
of
three
books
and
participant
on
TV
shows.
Independent
Member
Evandro
Guimarães
Chairman
Wesley Batista
Mr.
Evandro
holds
a
Bachelor
degree
in
Business
Administration
from
Fundação
Getúlio
Vargas
in
Rio
de
Janeiro
in
1970.
He
started
his
career
at
Ciba
Geigy
as
Product
Manager,
then
moved
to
Bicicletas
Caloi
S.A.
as
a
Marketing
Manager.
He
then
moved
to
São
Paulo
in
1980
in
the
Sales
Division
of
TV
Globo
and
in
1984
was
promoted
to
National
Sales
Director.
From
1989
till
1997,
he
headed
Globo’s
Center
of
Affiliates
and
Expansion
and
was
nominated
as
Institutional
Relations
Vice-President
at
Organizações
Globo,
directly
interacting
with
the
Executive,
Legislative
and
Judicial
branches
until
the
end
of
2011.
7 members, 5 of whom independent with vast business experience.
Independent
Member
Betânia Tanure
de Barros
Professor
at
PUC
MG,
PhD
from
the
Brunel
University
(England),
Post-graduate
in
Management
Consulting
by
Henley
Management
College
(England),
specialized
in
management
by
INSEAD,
psychologist
by
PUC
–
MG.
Works
as
a
BTA-certified
technical
consultant,
and
professor
at
national
and
international
companies
such
as:
ArcelorMittal,
Banco
Santander, Banco Central
do
Brasil,
Banco
Itaú,
Brasilprev,
Embraer,
Gerdau,
Kimberly-Clark,
IBM,
Natura,
RBS,
Sadia,
Samarco,
TAP,
Usiminas,
Vale,
Via
Retail
and
Weg.
Board
Member
at
RBS
and
GOL
Linhas
Aéreas,
Acts
as
speaker
at
events
in
Brazil and abroad and has
published
books
in
Brazil
and
abroad.
Corporate Governance -
Board of Directors
Mr.
Wesley
Batista
has
become
CEO
of
JBS’
global
operations
in
Feb/2011.
Prior
to
his
current
position,
he
was
president
and
CEO
of
JBS
USA,
where
he
supervised
the
growth
and
development
of
the
market
in
the
USA
after
Swift
&
Company’s
acquisition
in
2007.
Under
his
management,
JBS
USA
more
than
doubled
its
revenues
in
the
last
4
years,
acquiring
Smithfield
Beef,
JBS
Five
Rivers
Feedlot,
a
majority
stake
in
Pilgrim’s
Pride,
as
well
as
expanding
its
Australian
operations
acquired
along
with
Swift.
During
the
previous
fifteen
years,
Mr.
Batista
acted
as
Chief
Operating
Officer
(COO)
of
JBS’
beef
operations
in
Brazil
and
Argentina.

10
PAGE
Vigor Overview
Vigor was founded in 1917 and is headquartered in São Paulo. Vigor produces and commercializes dairy products, fats and
vegetable oils, pasta, juices, among others
Vigor is one of the largest dairy companies in Brazil, with leading position in different categories
~80% of Vigor’s revenues come from the Southeast region with ~70% coming from the State of São Paulo
2011 Revenues: R$ 1.2+ billion
Approximately 3,300 employees
Facilities
Production plants –
6 (Goiás, São Paulo, Minas Gerais and Paraná)
J.V.
production
plants
–
1
(São
Paulo-Cruzeiro
do
Sul,
Joint
Venture
-
Arla
Foods)
Milk Collection Centers –
4 (Minas Gerais, São Paulo and Paraná)
Distribution Centers –
7 (Pernambuco, Bahia, Minas Gerais, Rio de Janeiro, São Paulo, Ceará
and Rio  Grande do
Sul)
Vigor collects of 22 mm liters of milk / month
Strong and renowned brands, such as: Vigor, Leco, Faixa Azul, Serrabella and Danúbio
CEO
Gilberto Xandó
Mr.
Gilberto
Meirelles
Xandó
Baptista
holds
a
Bachelor
degree
in
Business
Administration
from
Fundação
Getúlio Vargas, a Master Degree in Retail from USP/FEA and specialization in Business Management PGA
from Fundação Dom Cabral/INSEAD, in France. He has large multidisciplinary experience and has worked
in the areas of Finance, Controlling, Trade Marketing, Marketing, Commercial (Brazil and other countries)
and Business Unit Management at Natura, Sadia S.A. and Coopers &
Lybrand.
Source: Company information

11
PAGE
Seven units, capacity of more than 50,000
tons/month
Four Milk Collection Centers
1,280 producers
Approximately 22 million liters collected per month
Seven distribution centers
More than 20,000 active clients
Dairies plant
Vegetable Fat plant
Mixed plant
Distribution Centers
Collection Centers
Plants
Collection Centers
Distribution Centers
Source: Company information
Broad Distribution Network and Operations in Strategic Areas

12
PAGE
Highly Renowned Brands and Products

13
PAGE
Market Leadership
1 liter Yogurt
Cheese Spread
Parmesan Cheese
Natural Yogurt
Source: Nielsen, 2011
31% market
share in the
Metropolitan
region of São
Paulo 
30% in the
Metropolitan
region of São
Paulo
11% market share in Brazil and 17% in
the Metropolitan region of São paulo

14
PAGE
Dairies and Cheese Markets in Brazil
Source: Nielsen, 2011
Dairies
Market
VIGOR
834
51
Vol ktons
+ 9
+ 14
Val %
280
Cheese
VIGOR
+  3
Vol %
4,8
Val  R$MM
+ 19
Market
79
Vol ktons
+ 13
Val %
+  6
Vol %
1,2
Val  R$MM
11
+ 18
184
+ 25
Vigor grows twice as much as the Market

15
PAGE
Market Highlights
Revenue breakdown by product (%)
Sales breakdown by state (%)
Distribution channels (%)
Source: Company information

Thank you!
******************
************

Additional
Information
for
U.S.
Shareholders
of
JBS
S.A.:
Exchange Offer of JBS Shares for Vigor Shares
JBS
S.A.
(“JBS”)
and
Vigor
Alimentos
S.A.
(“Vigor”)
are
Brazilian
companies.
Information
distributed
in
connection
with
the
proposed
exchange
offer
(oferta
pública
voluntária
de
aquisição
de
ações
mediante
permuta
por
ações)
under
Brazilian
law
of
JBS
shares
for
Vigor
shares
is
subject
to
Brazilian
disclosure
requirements
that
are
different
from
those
of
the
United
States.
Financial
statements
included
herein,
if
any,
have
been
prepared
in
accordance
with
International
Financial
Reporting
Standards
issued
by
the
International
Accounting
Standards
Board
and
accounting
practices
in
Brazil
that
may
not
be
comparable
to
the
financial
statements
of
United
States
companies.
It
may
be
difficult
for
you
to
enforce
your
rights
and
any
claim
you
may
have
arising
under
the
U.S.
federal
securities
laws
in
respect
of
the
proposed
exchange
offer,
since
the
companies
are
located
in
Brazil
and
all
of
their
officers
and
directors
are
residents
of
Brazil.
You
may
not
be
able
to
sue
the
companies
or
their
officers
or
directors
in
a
Brazilian
court
for
violations
of
the
U.S.
securities
laws.
Finally,
it
may
be
difficult
to
compel
the
companies
and
their
affiliates
to
subject
themselves
to
a
U.S.
court’s
judgment.
You
should
be
aware
that
the
companies
may
purchase
shares
of
the
companies
otherwise
than
through
the
proposed
exchange
offer,
such
as
in
open
market
or
privately
negotiated
purchases.
Important
Notice
Regarding
Forward-Looking
Statements
This
presentation
contains
certain
forward-looking
statements.
Statements
that
are
not
historical
facts,
including
statements
about
our
perspectives
and
expectations,
are
forward
looking
statements.
The
words
“expect”,
“believe”,
“estimate”,
“intend”,
“plan”
and
similar
expressions,
when
related
to
JBS
S.A.
and
its
subsidiaries,
indicate
forward-looking
statements.
These
statements
reflect
the
current
view
of
management
and
are
subject
to
various
risks
and
uncertainties.
These
statements
are
based
on
various
assumptions
and
factors,
including
general
economic,
market,
industry,
and
operational
factors.
Any
changes
to
these
assumptions
or
factors
may
lead
to
practical
results
different
from
current
expectations.
Excessive
reliance
should
not
be
placed
on
those
statements.
Forward
looking
statements
relate
only
to
the
date
they
were
made.