acquisition of pilgrim’s pride and association with bertin s.a

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0 September 16, 2009 “In God we trust, Nature we respect” JBS S.A. announces the acquisition of Pilgrim's Pride Corp. and association with Bertin S.A. Creation of the Largest Multi-Protein Company in the World Transactions subject to customary conditions for this type of business

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Page 1: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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September 16, 2009

“In God we trust, Nature we respect”

JBS S.A. announces the acquisition of Pilgrim's Pride Corp. and association

with Bertin S.A.

Creation of the Largest Multi-Protein Company in the World

Transactions subject to customary conditions for this type of business

Page 2: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Disclaimer

The forward-looking statements presented herein are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us.

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future operating results, financial condition, strategies, market share and values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict.

Forward-looking statements also include information concerning our possible or assumed future operating results, as well as statements preceded by, followed by, or including the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'‘''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions.

Page 3: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Joesley Mendonça Batista

CEO

Fernando Antônio Bertin

CEO

Presenters

Jeremiah O’Callaghan

Investor Relations Officer

Page 4: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

3Source: Companies’ estimates

Complementary companiesComplementary companies

Creation of the largest protein company in the world

Total revenues of approx. US$30 billion

Global processing capacity:

- Beef: 90.4 thousand heads/day

- Pork: 48.5 thousand heads/day

- Poultry: 7.2 million birds/day

- Smalls: 19.5 thousand heads/day

- Leather: 148,500 m2/day

- Dairy: 1,266 tons/day

Leader in beef processing in Brazil, Australia, Argentina and Italy and one of the leaders in the US

Third largest pork processor in the US

Leading company in the poultry industry in the US and in the world

Global leader in leather tanning

Page 5: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Bertin and JBS controlling shareholders will contribute to a new Holding company their stakes of 73% and 51%, respectively

It is estimated that the respective equity value of Bertin and JBS should be in a proportion of approximately 40%-60%

Estimated synergies of R$ 500 million/year

Customary precedent conditions, including:

- Approval by the competent antitrust authority

- Due Diligence

Transaction summary

Pilgrim’s Pride acquisitionPilgrim’s Pride acquisition Association with Bertin S.A.Association with Bertin S.A.

Firm value of US$2.8 billion

Initial acquisition by JBS S.A., through its JBS USA subsidiary, of new issued shares representing 64% of Pilgrim’s Pride total capital

Estimated synergies of US$200 million/year

Customary precedent conditions, including:

- Approval by the competent antitrust authority

- Final approval of the Reorganization Plan in the Bankruptcy Court (Chapter 11 of the United States Bankruptcy Code)

JBS is in an advanced negotiation for a capital increase of US$2.5 billion in JBS USA, resulting in a maximum stake of 26.3% after the

capitalization

Page 6: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Batista Family

BertinFamily

ControllingHolding

Market includingBNDES

JBS S.A.

Bertin JBS U.S.A.Includes AUS

Pilgrim’sPride

MarketincludingBNDES

JBS S.A.

51.4%

Ownership structures before transactions

Batista Family

48.6%

BertinFamily BNDESPAR

Bertin

73.1% 26.9%

Pilgrim’sshareholders Float

Pilgrim’sPride

35% 65%

Ownership structure post transactions

Ownership structure post transactions

Investor

Othersubsidiaries

~60% ~40% **

* Controlling shareholders’ estimates

100% ≥73.7%

≤26.3%

64% Oldshareholders

36%

Page 7: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Creation of the Largest Multi-Protein Company in the WorldCreation of the Largest Multi-Protein Company in the World

Pilgrim’s Pride Corp. acquisitionPilgrim’s Pride Corp. acquisition

Association between Bertin S.A. and JBS S.A.Association between Bertin S.A. and JBS S.A.

Agenda

Questions and answersQuestions and answers

Page 8: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Opportunity to enter in the poultry industry as one of the largest companies in the world (Net revenues of US$8.5bn in FY 2008)

Integrated distribution of Pilgrim’s Pride is aligned with JBS direct distribution strategy

Potentially higher margins

Traditional brands

US$200m/year of potential synergies

Capacity of adding value through turnaround process by the implementation of better operating and managerial practices

JBS USA exports growth

Strategic Rationale of Pilgrim’s Pride Acquisition

Page 9: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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One of the largest producers of chicken with extremely well-known brands in this industry

Plants in the US, Mexico and Porto Rico

Vertically integrated company

Chicken production in 2008: – 3.8 million tons

Slaughterhouses: – 33 in the US, 3 in Mexico and 1 in Puerto Rico

Employees: ~ 41 thousand

Distribution centers:– 6 in the US, 18 in Mexico and 1 in Puerto Rico

ProfileProfile Recent EventsRecent Events

Net revenues (US$ million)Net revenues (US$ million) EBITDA (US$ million) and margin (%)EBITDA (US$ million) and margin (%)

7,095

5,153

7,4998,525

FY06 FY07 FY08 FY09E

-821

414

143 225

2.8%5.5%

-9.6%

3.2%

FY06 FY07 FY08 FY09E

Source: 10K, 10Q and Pilgrim’s Pride Plan of ReorganizationPilgrim’s Pride fiscal year is from October to September* Does not include Mexico operations

**

Dec. 2006: Acquisition of Gold Kist for US$ 1.1 bn

May 2008: Public Primary Offering of 7.5 million shares at US$24/share (total of US$180m), aiming to reduce leverage

Nov. 2008: Rating downgraded by S&P

Dec. 2008: Company files for Chapter 11 (Bankruptcy protection)- Company was delisted from NYSE and started

to be traded over-the-counter

Feb. 2009: Shares reach their lowest historical price of US$0.15/share

Pilgrim’s Pride overview

8

Page 10: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Footprint expansion in North America

Pilgrim’s Pride Acquisition will strengthen JBS’ presence in North AmericaPilgrim’s Pride Acquisition will strengthen JBS’ presence in North America

Subtitle

JBS USA production unitsJBS USA distribution centerPilgrim’s Pride production unitsPilgrim’s Pride distribution center

TXAL

MS

FL

SC

NC

VA

MD

PA

NY

INIL

WI

IA

SD

NE

KS

OK

MOKY

TN

NMAR

LA

CO

AZ

UTNV

WYID

MT

OR

WA

CA

ND

MN

MI

OH

WV

NJ

VTNH

ME

MACTRI

DE

GA

MEXICO

D

D

D

D

D

D

D

D

D

D

DD D

D

DD

D D

DD

D

D

D

D

D

D

D

D

DD

DD

D

D

Page 11: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Creation of the Largest Multi-Protein Company in the WorldCreation of the Largest Multi-Protein Company in the World

Pilgrim’s Pride Corp. acquisitionPilgrim’s Pride Corp. acquisition

Association between Bertin S.A. and JBS S.A.Association between Bertin S.A. and JBS S.A.

Agenda

Questions and answersQuestions and answers

Page 12: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Diversification into new segments with significant presence in the dairy industry

Creation of the largest leather processing company

Potential gains of scale, with estimated synergies of R$ 500 million / year

Expansion of distribution channels (Retail and Food Service)

Optimization of the industrial assets due to its geographiccomplementarity

Strategic rationale for the Bertin association

Page 13: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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879 1,1661,473 1,732

2,164

2,918 3,1173,742

5,935

7,544

Source: Bertin1 2007 consolidated results include Vigor sales, acquired in November of that year, as if the transaction had occurred in January’ 2007

Tin plant(Lins/SP)

Processed beef plant(Lins/SP)

Processed beef exports to Europe

Beef Jerky plant(Lins/SP)

Hygiene &Cleaning(Lins/SP)

Tannery(Aguaí/SP)

Slaughterhouse(Ituiutaba/MG)

Beef Shopping(Lins/SP)

ModernizationTannery(Estância Velha/RS)

Beef Shopping(Alphaville/SP)

Tannery(Cacoal/RO)

Beef Shopping(Ribeirão Preto/SP)

Slaughterhouse(Mozarlândia/GO)

Pet Products plant(S. Luis M. Belo/GO)

Distribution CentersBrasília/DF,Belo Horizonte/MGand Curitiba/PR

Slaughterhouse(Itapetinga/BA)

Slaughterhouse(Marabá/PA)

Pouch plant(Lins/SP)

Slaughterhouse(Campo Grande/MS)

SlaughterhouseÁgua Boa/MT, Redenção,Santana do Araguaiaand Tucumã/PA)

Controlling stakeof VIGOR

Establishment ofBERTIN S.A.

Slaughterhouse(Diamantino/MT)

100% of VIGOR

Processed BresaolaRigamonti (Italy)

Tannery(Lins/SP)

Fresh beef exportsto Europe

Tannery(Lins/SP)

Modernization Slaughterhouse(Naviraí/MS)

Tannery(Naviraí/MS)

Distribution Center(Rio de Janeiro/RJ)

Tin plant(Lins/SP)

Tannery (Rio Brilhante/MS)

BertinSlaughter of 20 head/day(Lins/SP)

ModernizationTannery (Redenção/PA)

Tannery(S. Luis M. Belo/GO)

Pet products plant(Guaiçara/SP)

Terminal of Conteiners

Slaughterhouse QualityMeat (Paraguay)

Slaughterhouse Canelones(Uruguay)

Tannery Trump (China)

Internationalization:Beginning of activities

Construction

Acquisition

Implementation

Gross Sales (R$ million)1

2008200720062005200420032002200120001999199819971996199519941993199219911990198919841977

Bertin’s track record Bertin’s track record

Bertin has presented a track record of success and growth since its beginning in 1977

Page 14: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Established in 1977, Bertin has 38 production units and 28 thousand employees- Present in the beef, dairy, leather and pet

product segments with several nationwide well-known brands, e.g. Bertin, Vigor, Leco and Danúbio

- Units in Brazil, Uruguay, Paraguay and China

- Exports to more than 110 countries

Production Capacity:- 16,450 head/day (2009E)- 21,400 hides/day (2009E)

DescriptionDescription Net Sales Breakdown (R$ million)Net Sales Breakdown (R$ million)

Net Sales (R$ million)Net Sales (R$ million) EBITDA (R$ million) and margin (%)EBITDA (R$ million) and margin (%)

7,2246,626

5,188

2007 2008 LTM

776694687

13.2%

10.5% 10.7%

2007 2008 LTM

Source: Bertin

Jun09

68%

12%

7%

13%

Beef Leather Dairy Others

2008

Bertin Overview

Jun09

Page 15: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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The combined production units places JBS at the forefront in South AmericaThe combined production units places JBS at the forefront in South America

Combined companies

SP

MGMSGO

RJ

Brazil

MTRO

AC

PR

SF

ER

BA

CO

Argentina

Uruguay

Paraguay

SC

BA

South America production base

PA

Page 16: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Creation of the Largest Multi-Protein Company in the WorldCreation of the Largest Multi-Protein Company in the World

Pilgrim’s Pride Corp. acquisitionPilgrim’s Pride Corp. acquisition

Association between Bertin S.A. and JBS S.A.Association between Bertin S.A. and JBS S.A.

Agenda

Questions and answersQuestions and answers

Page 17: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Combined company will have a leading position in the global marketCombined company will have a leading position in the global market

Creation of the largest protein company in the world

1a largest global proteincompany

28,725 28,130

12,717 12,488 12,088 10,494 9,4576,755

Source: Companies, Exame, Valor Econômico and CNN (Global 500)1 Based in net revenues of 2008 and including Pilgrim’s Pride in Bertin + JBS

Global ranking of protein companies (US$ million)1

Page 18: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Slaughterhouses and Industry

Distribution Centers / Commercial Offices

Processed products

Pork

Ovine

Leather

Poultry

Beef

Distribution centers

Leather

Dairy

Vegetable fat

Pet products

Source: Companies

X

Presence in over 23 countries across five continentsPresence in over 23 countries across five continents

Expansion of global leadership and geographic diversification

Page 19: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Brazil / Argentina / Italy / Australia / U.S.A. / Uruguay / Paraguay

Brazil: 43,400 heads/day

Latin America: 6,700 heads /day

U.S.A.: 28,600 heads/day

Italy: 3,000 heads/day

Australia: 8,690 heads/day

Total: 89,790 heads/day

Brazil: 39

Latin America: 8

U.S.A.: 13

Italy: 8

Australia: 10

Total: 82

U.S.A. / Mexico

U.S.A. / Mexico:

7.2mm birds/day

Total: 7.2mm birds/day

U.S.A.: 34

Mexico: 3

Total: 37

U.S.A.

U.S.A.: 48,500 heads/day

U.S.A.: 3

Brazil / U.S.A. / China

Brazil: 148,500 m2/day

Brazil: 12

Brazil

Brazil: 1,266 ton/day

Brazil: 7

BeefBeef

PoultryPoultry

PorkPork

LeatherLeather

DairyDairy

1

RankingRanking Installed capacityInstalled capacity Industrial unitsIndustrial units

Leader company in the protein industry

2

3

1

3

PresencePresence

Page 20: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Combined Financials

Source: Companies

(1) Pro forma figures

(2) Fiscal year from October to September

(3) Does not include Mexican operation

(4) Does not include capital increase

(5) Considering US$2.5 billion capital increase in JBS USA

JBS S.A Pilgrim's Pride Bertin S.A. Combined

logo logo logo

R$ million Jun 2009 FY09E Jun 2009 TOTAL

ResultsNet Sales LTM 38,680 14,778 7,224 60,683

Ebitda LTM 1,482 469 776 2,727

Ebitda Margin 3.8% 3.2% 10.7% 4.5%

Gross Indebtedness 6,226 4,914 4,628 15,768

Cash and cash equivalents 2,299 496 702 3,496

Net Debt 3,928 4,418 3,926 12,272

Net Debt / Ebitda 2.6 9.4 5.1 4.5

Net Debt Pro Forma / Ebitda -0.6 9.4 5.1 2.7

(1)

(1)

(2)

(5)

(3)

(3)

(4)

Page 21: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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Complementary activities and consolidation of the global leadership in the protein industry will be strengthened through the association between JBS S.A. and Bertin S.A.

Entry in the poultry industry through one of the leading companies in the US industry

Acceleration of direct distribution strategy through the IPO of JBS USA

Appropriate capital structure

Significant opportunity of adding value through synergy gains

Proven track record in acquisitions, integration and restructuring of companies

Resuming growth through acquisitions and partnerships

Final remarks

Page 22: Acquisition of Pilgrim’s Pride and Association with Bertin S.A

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September 16, 2009

Questions and Answers

Creation of the Largest Multi-Protein Company in the World

“In God we trust, Nature we respect”