BRFS BRF SA

FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

dated August 20, 2014

Commission File Number 1-15148

BRF S.A.
(Exact Name as Specified in its Charter)

N/A
(Translation of Registrant’s Name)

1400 R. Hungria, 5th Floor
Jd América-01455000-São Paulo – SP, Brazil
(Address of principal executive offices) (Zip code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x   Form 40-F o 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):                    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):                    

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o   No x 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

*             *             *

This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance.  These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements.  You are cautioned not to put undue reliance on such forward-looking statements.  The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements.  The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

BRF S.A.

A Publicly Held Company
CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 16269-2

ANNOUNCEMENT TO THE MARKET

Approval of the Investment Agreement by CADE

In addition to the market announcements published on November 1, 2013, June 6, 2014 and June 26, 2014, BRF S.A. ("Company" or "BRF") hereby informs its shareholders and the market that, in the ordinary session held on Wednesday (08/20), the Administrative Council for Economic Defense ("CADE") approved, through the establishment of an Agreement on Concentration Control (Acordo em Controle de Concentrações - "ACC"), the Investment Agreement entered into by the Company with Minerva S.A. ("Minerva") and VDQ Holdings S.A., the controlling shareholder of Minerva, on November 1, 2013.

As disclosed in the Announcement to the Market of November 1, 2013, the Investment Agreement regulates the terms and conditions of a transaction through which BRF will allocate its cattle slaughtering plants of Várzea Grande and Mirassol D’Oeste, as well as the employees involved in these activities, to a closed capital company that will be merged into Minerva, with the subsequent increase of Minerva’s share capital ("Transaction").

Under the terms of the ACC, the parties undertake to adopt a structural solution involving Minerva’s processed foods assets, in order to eliminate the competition concerns identified in the Opinion of CADE’s General Superintendence (as previously stated in the announcement to the market released on June 6, 2014).

BRF and Minerva are adopting the necessary measures to the closing of the Transaction; BRF will keep the market informed about the developments on the matter in question.

São Paulo, August 20, 2014

Augusto Ribeiro Júnior
Chief Financial and Investors Relations Officer