BRF S.A., a Brazilian food company, provided a special proxy. This proxy had five board proposals to merge with a wholly-owned subsidiary (SHB). BRF is the only shareholder in SHB. The acquisition is priced at book value. There is an independent appraisal of SHB.
Magni voted for all of the proposals. BRF followed a good governance process in proposing and structuring the transaction. The transaction may improve corporate governance. Lastly, there does not appear to be any negative impact for BRF shareholders by the transaction.