Grupo Lala De CV : LALA, próxima a adquirir VIGOR ALIMENTOS

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The Board of Directors of Grupo LALA, S.A.B. de C.V. has agreed to propose to LALA´s shareholders the acquisition of up to 100% of the shares of Vigor Alimentos S.A., a Brazilian dairy company, and directly or indirectly, 100% of the shares of Itambé Alimentos, S.A. for an implied value of R$5,725 million

• Considering estimated 2017 net revenues of R$5,024 million and EBITDA of R$329 million, the

multiples of the Transaction are 1.1x sales and 17.4x EBITDA

As a first step towards completing the transaction, LALA, FB Participações and JBS S.A. entered into a share purchase agreement pursuant to which LALA will acquire, subject to its terms and conditions, 91.99% of the shares of Vigor

In addition, as part of the Transaction, LALA may acquire from Arla Foods International A/S ("Arla") an additional 8% of Vigor's shares, increasing LALA's participation to 99.99%(1)

Finally, the Transaction contemplates LALA's acquisition, directly or indirectly, of up to 100% of the shares of Itambé, subject to the exercise of certain rights by Vigor's partner, Cooperativa Central dos Produtores Rurais de Minas Gerais Ltda. under their existing shareholders´ agreement

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(1) 0.011% remaining belongs to a minority shareholders who were not considered in the offer

The Transaction is subject to certain common conditions, including the approval by Grupo

LALA's shareholders meeting, governmental authorizations, shareholder agreements and other inherent contractual conditions

Substantial provisions for a successful integration and mitigation of risks have been included in the share purchase agreement

Financing for the Transaction will include a bridge loan, followed by a combination of long-term debt and additional equity of approximately US$550 million, of which an estimated $315 million will be committed by LALA's current shareholders

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