Brazil’s protein sector has spent two decades consolidating, but few transactions have been as strategically decisive as the merger between Marfrig and BRF. Approved by shareholders and regulators in 2025, the transaction combines two of the country’s flagship food groups into a single global platform with scale, diversification and capital efficiency that few peers can match. The deal, which wins the Domestic M&A Deal of the Year award, creates a multiprotein champion with an estimated market value of $13.8 billion at the time of approval and annual revenues of roughly $27 billion.

The merger brings together Marfrig’s strength in premium beef and value-added proteins with BRF’s global leadership in branded poultry and pork, particularly in processed foods. The combined group, now known as MBRF Global Foods Company, operates in 117 countries and employs around 130,000 people worldwide. More importantly, the transaction resolves a long-standing governance overlap and converts Marfrig’s effective control of BRF into a permanent, simplified corporate structure.

David Tang, Director

Structurally, the deal was executed as a share-for-share merger through the incorporation of 100% of BRF’s shares into Marfrig. Under the agreed exchange ratio, each BRF share was converted into 0.8521 Marfrig common shares at closing. Ahead of the merger, both companies declared extraordinary distributions to pre-closing shareholders, a key feature designed to balance value between the two investor bases. BRF shareholders received distributions totaling approximately R$3.3 billion, while Marfrig shareholders received around R$2.3 billion.

Once completed, Marfrig shareholders own 57% of the combined entity, with the Molina family holding a 41.5% stake, cementing long-term control while maintaining a broad free float. The transaction was negotiated by independent committees representing each company, addressing valuation, governance and minority shareholder considerations in a process that had been anticipated by the market for some time.

While the industrial logic of the merger is compelling, the investment case rests less on plant-level overlap than on scale, capital efficiency and tax optimization. Management estimates that tax synergies alone will generate net present value of around R$3 billion, largely captured within the first three years following completion. These benefits stem from the rationalization of corporate structures and the alignment of tax attributes across the combined group.

Operational synergies are also material. Commercial and supply-chain coordination is expected to deliver savings of approximately R$485 million per year, driven by cross-selling opportunities, procurement efficiencies and coordinated sourcing of inputs and packaging. A further R$320 million per year is expected from streamlined logistics and commercial functions as the two organizations are fully integrated.

Crucially, the merger shifts the revenue mix toward higher-margin, branded and prepared foods, particularly through BRF’s portfolio. That diversification is expected to reduce earnings volatility across protein cycles and strengthen free cash flow generation, reinforcing the group’s credit profile and expanding its future capital markets options.

At the presentation of the new company at Brazil’s B3 exchange, CEO Miguel Urarte underscored the cultural and operational ambitions of the merger. “MBRF is born with the commitment to be simpler, more agile and more efficient,” he said. “We rely on the experience of our leadership and the strength of 130,000 contributors around the world.”

The deal also represents the culmination of Marfrig’s long-term strategic arc. Earlier cycles saw the company expand aggressively across Latin America, Europe and the US before retrenching and refocusing on core assets. The acquisition of National Beef in 2018 and strong profitability during the pandemic years revived that strategy, setting the stage for the full incorporation of BRF. With the merger completed, Marfrig has transformed a long-held ambition into a durable governance reality.

From a domestic perspective, the transaction stands out not only for its scale but for its complexity. It required careful coordination of shareholder approvals, competition clearances and dividend mechanics, all while balancing minority protections and valuation sensitivities in two publicly traded companies. The result is Brazil’s largest strategic M&A transaction in several years and one of the largest protein-sector mergers globally in the past four years.

Looking ahead, the new structure provides optionality. Management has pointed to the potential for future corporate actions, including re-domiciliation or alternative capital markets strategies, once the integration matures. For now, the focus is firmly on execution: capturing synergies, strengthening brands and leveraging global scale.

In doing so, the Marfrig–BRF merger not only reshapes Brazil’s food industry but positions MBRF as a third global protein champion alongside JBS and Tyson — a domestic transaction with unmistakably international consequences.

Merger of Marfrig and BRF

Financial Advisors: J.P. Morgan; Citibank

Counsel: BMA; Eizirik Advogados; Lefosse;

Linklaters; Simpson Thacher; Tozzini Freire