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 May 8, 2015

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.

Date: May 8, 2015

 

 

 

 

BRF S.A.

 

 

 

 

 

By:

/s/ Augusto Ribeiro Junior

 

 

Name:

Augusto Ribeiro Junior

 

 

Title:

CFO AND IRO

 

 

 

 

 


 
 

 

EXHIBIT INDEX

Exhibit

Description of Exhibit

 

1

ANNOUCEMENT TO THE MARKET 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

BRF S.A.

A Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 16269-2

 

 

ANNOUCEMENT TO THE MARKET

 

In compliance with article 157, paragraph 4th, of Law 6,404 of December 15, 1976, as amended, and in accordance with the Intruction No. 358, of the Securities and Exchange Commission ("CVM"), dated March 01, 2012 , BRF S.A. ("BRF" – BM&FBovespa: BRFS3; NYSE: BRFS – "Company") hereby informs its shareholders and the market in general that, in continuity to the provisions stabilished in the Material Fact of  September, 03, 2014 and the Annoucement to the Market of December, 05,  2014, it was approved without restrictions by the Secretary General of the Brazilian Antitrust Authority (CADE) on April 22, 2015, with final and unappealable decision on May 07, 2015, the acquisition by Lactalis do Brasil - Comércio, Importação e Exportação de Laticínios Ltda. ("Lactalis"), a company controlled by Parmalat SpA, the Italian public company belonging to Groupe Lactalis, the Company's dairy division, which includes (a) plants located in Bom Conselho (PE), Carambeí (PR), Ravenna (MG) , Concordia (SC), Teutônia (RS), Itumbiara (GO), Terenos (MS), Ijuí (RS), Três de Maio I (RS), Três de Maio II (RS) and Santa Rosa (RS), and (b) their assets and brands ("Batavo", "Elegé", "Cotochés", "Santa Rosa" and "DoBon") dedicated to this division (the "Transaction").

 

The final and definitive approval of the Transaction by CADE consisted, as explained in the Annoucement to the Market published on December 05, 2014, in one of the conditions precedent of the Transaction. Therefore, now that this condition has been implemented and since all other conditions precedent are complied with, the Transaction can progress to its subsequent stages of integration, closure and transfer of the assets sold to Lactalis.

 

The Company shall continue to provide to BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros, CVM, SEC, NYSE, its shareholders and the market in general new information on the subject that may constitute a material fact.

 

São Paulo, May 08, 2015

 

 

Augusto Ribeiro Junior

Chief Financial and Investor Relations Officer

 

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