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Vigor - Voluntary Public Tender Offer Successfully Concluded

MATERIAL FACT
JBS S.A. ("JBS") and Vigor Alimentos S.A. ("Vigor"), in accordance with Law No. 6,404, dated December 15, 1976, as amended, and CVM
Instruction No. 358, dated January 3, 2002, as amended, inform their shareholders and the market in general that the Voluntary Public Tender
Offer for the Acquisition of Common Shares Issued by JBS in Exchange for Common Shares Issued by Vigor (Oferta Pública Voluntária de
Aquisição de Ações Ordinárias de Emissão da JBS Mediante Permuta por Ações Ordinárias de Emissão da Vigor) (the "Exchange Offer") was
successfully concluded with the auction held today.
As of tomorrow, June 22, 2012, Vigor will become a self-governing company whose corporate structure is independent of JBS. Vigor shares
will be traded on the Novo Mercado, the segment of the São Paulo Stock Exchange (BM&FBOVESPA S.A. ­ Bolsa de Valores, Mercadorias e
Futuros) with the highest corporate governance standards, thus providing Vigor with greater visibility, dynamism and independence to develop
its activities and achieve its corporate objectives.
São Paulo, June 21, 2012
.
JBS S.A.
Corporate Taxpayers' ID (CNPJ/MF) No.
02.916.265/0001-60
Company Registry (NIRE): 35.300.330.587
Publicly-Held Company
Vigor Alimentos S.A.
Corporate Taxpayers' ID (CNPJ/MF) No.
13.324.184/0001-97
Company Registry (NIRE): 35.300.391.047
Publicly-Held Company
Jeremiah O'Callaghan
Investor Relations Officer of JBS
Gilberto Meirelles Xandó Baptista
Investor Relations Officer of Vigor
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JBS S.A. © 2009 Todos os direitos reservados
Additional Information for U.S. Shareholders of JBS:
Exchange Offer of JBS Shares for Vigor Shares
This communication contains information with respect to the Exchange Offer under Brazilian law of JBS shares for Vigor shares. JBS and Vigor
are Brazilian companies. Information distributed in connection with the Exchange Offer 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
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 Exchange Offer, such as in open
market or privately negotiated purchases.
Important Notice Regarding Forward-Looking Statements:
This Material Fact 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", "will," "plan" and similar
expressions, when related to JBS 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.