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Material Fact

Minerva S.A. ("Minerva" or "Company"), a leading company in South America in beef exports, in compliance with the provisions of paragraph 4 of article 157 of Law 6,404, dated December 15th, 1976, as amended ("Brazilian Corporate Law"), and CVM Instruction 358 of January 3rd , 2002, as amended ("ICVM 358/02"), hereby informs the shareholders and the market in general as follows:

As part of its ongoing efforts to maximize long-term value for its shareholders, the Company has been conducting a strategic review of alternatives for Athena Foods. As part of such strategic review, Minerva has entered into a non-binding letter of intent (the "Non-Binding LOI") with a NASDAQ-listed Special Purpose Acquisition Company (the "SPAC"), with respect to a possible business combination with Athena Foods (the "Transaction"). The SPAC currently has US$200 million of cash in trust to pursue acquisitions. In addition, the SPAC intends to offer additional equity pursuant to a private placement to raise gross proceeds of up to USD100 million. Pursuant to the Non-Binding LOI and upon consummation of the Transaction, Minerva expects to hold approximately 75% of the surviving entity and receive cash consideration of approximately USD200 million. The remaining proceeds would be used for general corporate purposes by the surviving entity.

To access the full Material Fact, click here.

The Company will hold a conference call with investors and analysts tomorrow at 10:00 A.M (BRT) to discuss the subject of this Material Fact. The conference call, which will be held in English only, can be accessed as follows:

Conference Call in English
Tuesday, September 15th, 2020
09:00 a.m. (US EDT)
10:00 a.m. (Brasília)
Phone: +1 412 717-9627 / +1 844 204-8942
+55 11 3181-8565 / +55 11 4210-1803

Code: Minerva
Replay: +55 (11) 3193-1012
Code: 0557307#
Webcast: click here

A conference call replay facility will be available from September 15th through September 21st, 2020.