Pilgrim’s Pride Special Committee Will Weigh a No-Premium JBS Swap

Pilgrim’s Pride formed a special committee of independent directors on October 9, 2026 to review a zero-premium JBS share swap for the roughly 18 percent of the poultry processor that JBS does not own. The Greeley, Colorado board said it will not approve a deal without that committee’s backing, and that any deal is expected to need a majority of the votes cast by holders who are not JBS.

The August 18 letter offers 2.086 JBS Class A shares per Pilgrim’s share, a ratio JBS set equal to the $28.49 close that day. That is the same dollar figure a prior special committee rejected as cash in 2021, only now the payment is stock in a company that listed in New York in 2025.

The Bid Pays in JBS Shares

JBS N.V. already holds about 82% of Pilgrim’s Pride. Its August 18 letter, signed by Guilherme Perboyre Cavalcanti, the global chief financial officer, asked for the rest on a fixed exchange ratio of 2.086 JBS Class A shares for each Pilgrim’s share, using that day’s closes of $13.66 for JBS and $28.49 for Pilgrim’s. Two-point-zero-eight-six times $13.66 is $28.49. There was no cash topping and no premium to the market that afternoon.

The remaining slice is worth about $1.2 billion at that reference price. Pilgrim’s closed at $28.50 on October 8, a market value of $6.79 billion, per LSEG. The stock had jumped as much as 13 percent when the letter became public in August, its largest gain since the last buyout try in 2021.

TWO BIDS, FIVE YEARS APART

JBS told the board it has no interest in selling the stake it already holds, and that it would not vote for any other sale or merger. The letter is non-binding, needs no JBS shareholder vote, and is not subject to due diligence. Cavalcanti wrote that JBS does not expect material regulatory hurdles. If a deal closes, Pilgrim’s shares would leave Nasdaq and be deregistered.

How Far the 2.086 Ratio Has Slipped

A fixed share ratio moves with JBS. On October 9, the day the committee was named, JBS closed at $12.98 and Pilgrim’s at $28.65. Two-point-zero-eight-six times $12.98 is $27.08, which is $1.57 below that Pilgrim’s close. Holders who took the August math at face value would now be swapping a Nasdaq stock for JBS paper worth less than the shares they would give up.

That gap is the live issue for the committee, not the idea of full JBS ownership. A higher ratio is the obvious ask, because the August cross-rate no longer matches the price on Nasdaq. JBS reserved the right to change or pull the letter at any time, so the 2.086 figure is a starting number, not a floor the parent has to defend.

Pilgrim’s shares were down 26.9% in 2026 through October 8 and well off a 2025 high of $57.16. Net income in the quarter ended June 2026 was $13.2 million after a fiscal 2025 profit of $1.082 billion. A no-premium bid is easier to float when the stock has already done the markdown.

The NYSE Listing That Made a Stock Deal Possible

JBS could not have paid this way in 2021. The parent then offered cash because its equity was not a New York-listed Class A share. Minority shareholders of JBS approved a dual listing at an extraordinary meeting on May 23, 2025. J&F and BNDESPar, the two largest holders by volume, abstained and left the vote to minorities. The company said its shares would begin trading on the NYSE on June 12, with Brazilian depositary receipts remaining on B3.

The listed vehicle is JBS N.V., a Dutch company based in Amstelveen. Gilberto Tomazoni, then global chief executive, said the vote showed holders wanted the capital structure lined up with a global protein business. Cavalcanti said the listing was meant to widen the investor base and lower the cost of financing growth. That cheaper currency is what JBS is now handing to Pilgrim’s minorities instead of cash.

Jeremiah O’Callaghan, chairman of the JBS board, sold the swap as a way for those holders to stay in the poultry business inside a larger protein group, with more trading liquidity than the current public float. JBS also hired Citi as financial adviser, White & Case LLP as legal adviser, and Collected Strategies for communications. The parent has already named Wesley Batista Filho, grandson of the founder, as global chief executive from the start of 2027.

$28.50 Already Failed Once as Cash

JBS has tried this squeeze-out before. The first pass was cash, and it died on price.

FROM A BANKRUPTCY STAKE TO A SECOND BUYOUT TRY

1. 2009: JBS buys a 64% stake for $800 million after Pilgrim’s Pride files Chapter 11.
2. August 12, 2021: JBS, then at 80.21%, offers $26.50 a share in cash for the rest, a 17% premium to the price the day the letter went out.
3. November 15, 2021: JBS raises the cash offer to $28.50, still below the $29.13 average price that day.
4. November 23, 2021: The special committee rejects $28.50 as too low.
5. February 17, 2022: JBS withdraws after the two sides cannot agree on terms.
6. June 12, 2025: JBS N.V. starts trading on the NYSE.
7. August 18, 2026: JBS offers 2.086 of those New York shares per Pilgrim’s share, implied at $28.49.
8. October 9, 2026: Pilgrim’s names a new special committee, with Moelis & Company and Ropes & Gray as advisers.

On February 4, 2022, that earlier committee said the $28.50 cash raise does not appropriately value the shares held outside JBS, and that it would not back a deal unless the parent lifted the price again. JBS did not. In an 8-K after the walk-away, the committee said it had concluded the offer significantly undervalued the publicly owned shares. It also pointed to management forecasts, a strong fourth quarter, a rise in protein-sector trading prices, and a comparable deal multiple.

Pilgrim’s Pride reported $18.5 billion in revenue and $1.082 billion in net income for fiscal 2025, or $4.54 a share. In fiscal 2021, the year of those cash bids, it earned $31 million, or $0.13 a share, on $14.8 billion of sales. The dollar figure on the table is the same. The business that number is being laid against is not.

Who Votes If the Committee Says Yes

JBS already runs the company. The public float cannot shop for another buyer, because the parent has said it will not sell and will not vote for a rival deal. The only hard checks left are the independent directors, a charter step for the company’s equity directors, and a majority of the votes actually cast by holders who are not JBS.

WHAT HAS TO HAPPEN FOR A DEAL

• Committee backing: The full board has said it will not approve the JBS proposal without a favorable recommendation from the special committee.
• Minority vote: Any deal is expected to need a majority of the votes cast by Pilgrim’s shares that JBS and its affiliates do not hold.
• Equity directors: JBS also expects approval by the company’s equity directors under the amended certificate of incorporation.
• No JBS vote: The parent says its own shareholders do not need to approve the swap.
• Paper, not a contract: The August 18 letter is an expression of interest, and no duty arises until both sides sign definitive documents.

A majority of votes cast is a lower bar than a majority of the minority shares outstanding, because abstentions do not count as nos. That is why turnout among the 18 percent matters as much as the ratio. The committee has not named its members in the October 9 release, so the public float is being asked to trust a process whose faces are still offstage.

Nasdaq Would Lose a Major Poultry Listing

Full ownership would take a large U.S. chicken processor off the public tape. Pilgrim’s sells under brands that include Pilgrim’s Chicken, Just Bare, Gold’n Plump, and Moy Park, and it ships through retailers and foodservice distributors.

PILGRIM’S PRIDE IN FISCAL 2025

• Headcount: About 63,000 people.
• Footprint: Protein plants and prepared-foods sites in 14 U.S. states, Puerto Rico, Mexico, the U.K., the Republic of Ireland, and continental Europe.
• Sales and profit: $18.5 billion of revenue and $1.082 billion of net income.
• Public value: $6.79 billion of market cap at the October 8 close of $28.50.

JBS says a single structure would cut standalone public-company costs and let the group move capital with fewer constraints. Barclays analysts led by Benjamin Theurer wrote that bringing Pilgrim’s fully inside JBS would fold the poultry unit into the parent’s expansion plans. For the 18 percent, that pitch is also the risk: they would give up a Nasdaq listing and take shares in a Batista-controlled Dutch company whose Class A paper has already lagged the implied August value.

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, JBS Board of Directors, August 18, 2026 announcement

Continuity for plants and customers is the easy part of that claim, because JBS has been the controlling holder since 2009. The harder part is the price of the last 18 percent, and whether New York-listed JBS stock is a fair substitute for cash at a number the last independent committee already refused.

Moelis and Ropes & Gray Now Advise the Review

The new committee hired Moelis & Company LLC as financial adviser and Ropes & Gray LLP as legal counsel. Pilgrim’s said there is no assurance a definitive agreement will be signed or that any deal will close. Andrew Rojeski, head of strategy, investor relations, and sustainability, is the company’s listed contact on the October 9 release.

The committee has not set a public deadline. JBS said it can move fast because it already knows the business, and that it wants a fully empowered committee with its own advisers. That is the same sequence that produced two cash rejections and a walk-away in 2021 and 2022. The difference this time is the currency, a New York listing that lets JBS pay in stock, and a Pilgrim’s share price that has already fallen toward the old cash number.

Until the committee speaks, the 18 percent still trades on Nasdaq, and JBS still owns the rest.

Disclaimer: This article is news reporting and analysis of a proposed share exchange. It is for information only and is not investment advice, a solicitation, or a recommendation to buy, sell, hold, or vote any Pilgrim’s Pride or JBS security. Readers should consult a licensed financial adviser or securities lawyer before making any investment or voting decision on this proposal. Share prices, the 2.086 exchange ratio, committee findings, and deal status reflect the company statements and filings cited here and may change.