Antitrust body secures majority to approve BRF-Marfrig merger

So far, four counselors have voted to approve the deal, diverging from the position of the case’s rapporteur, Counselor Gustavo Augusto, who also favored approval but proposed restrictions on the Saudi Agricultural and Livestock Investment Company (SALIC). Through its subsidiary Salic International Investment Company (SIIC), the Saudi fund holds shares in the merged company and could potentially exercise political rights. The majority, however, opted not to rule on this point.

The issue was brought forward by Minerva, a competitor in the beef market, which argued that SALIC’s shareholding structure could give the fund undue influence over direct competitors in the fresh beef segment. Minerva, in which SALIC also holds a stake, warned of possible competitive distortions.

Minerva’s attorney, former CADE counselor Luiz Hoffmann, stressed during Wednesday’s oral arguments that “SALIC will indeed have an active presence in the post-merger scenario.” He also raised concerns about the combined purchasing power of BRF and Marfrig and the strengthened brand portfolio, since the two companies together control 37 brands.

Mr. Hoffmann argued that the deal should have been filed as an incorporation rather than a simple acquisition, which would affect how Marfrig’s control over the new entity is assessed. The case had initially been approved by the CADE’s General Superintendence but was escalated to the tribunal following Minerva’s appeal.

Representing BRF and Marfrig, attorney Victor Rufino countered that SALIC’s permanence in the new company is not guaranteed, since the Saudi fund has a defined exit period. Should SALIC remain a shareholder, he said, its position would be duly reported to the CADE.

Mr. Rufino dismissed Minerva’s claims as being driven more by “a private vendetta against Marfrig” than by legitimate competition concerns, pointing to ongoing disputes between the companies, including a breach-of-contract lawsuit and an arbitration proceeding.

In his vote, Rapporteur Gustavo Augusto emphasized that the merger represents a complex corporate restructuring rather than a mere acquisition of equity. “This cannot be characterized as a simple purchase of shares by a controlling shareholder. It involves a far-reaching corporate reorganization that reshapes the competitive landscape,” he said.

Mr. Augusto argued that concerns over the combined portfolio of BRF and Marfrig were overstated, noting that competitors such as JBS and Minerva remain capable of challenging the merged company’s market power. However, he acknowledged lingering uncertainty over SALIC’s potential influence, stating that the fund’s notification on its role does not rule out the exercise of political rights.

Counselor Victor Fernandes opposed Mr. Augusto’s approach, voting to approve the merger without addressing SALIC’s participation. His position was supported by counselors Diogo Thomson, Camila Cabral Pires Alves, and José Levi, forming the current majority in favor of unconditional approval.