BRF (BRFS3): Action was too risky to PREVI, who clears position; paper plummers and analyst sees bad sign

The soap opera of the fusion between BRF (BRFS3) and Marfrig (MRFG3), who walks to an accelerated outcome, won new chapters on Monday (8).

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THE PREVIBanco do Brasil employees, decided zero your position on BRFending a partnership that had lasted more than three decades.

Investigator in the company since the 1990s, Previ owned 4.93% of the capital of the food producer. The exit occurs amid discussions about the merger with Marfrig.

In the stock market, BRF actions reacted negatively and closed in falling 4.55%a R $ 21.

The exchange that divides opinions

The background has always been critically positioned in relation to fusion, especially the way it was designed.

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The current proposal provides for the exchange of 0.8521 Marfrig action for each BRF action.

However, one Flávio Malaga Technical Reportincorporated into the process, points out that the fair proportion, based on historical prices and market projections, should vary between 1.29 and 1.78 Marfrig action for each of BRF.

In the view of Previ and also Fontana Capital – Another critical shareholder – this structure improperly favors the controller.

In a statement, the fund claimed to have completed the process of divestment of the Plan 1 On BRF, “ending a cycle of more than three decades of participation in the asset”.

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“The announced fusion between BRF and Marfrig introduces a scenario of great uncertainty about the resumption of a policy of proceeds Consistently, a practice that was no longer a reality for BRF shareholders in recent years, ”the fund said.

Too risky

THE BRF It was almost a decade without paying dividends while dealing with high indebtedness and weak results.

Just at the end of 2024 resumed practice when distributing R $ 1.1 billion in Interest on equity (JCP) to shareholders, after registering record net income R $ 3.7 billion.

Now analysts and investors question whether the new company will have a financial breath and a defined policy to maintain regular compensation for shareholders, or if the priority will be the synergies and debt management – postponing the expectation for a predictable flow of dividends.

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For PREVI, while Marfrig has been a more consistent payer of dividends in recent years, doubts about governance, high indebtedness And the final structure of the combined company increases the risk – incompatible with the conservative profile of Plan 1.

Bad news for the minority investor

In a report, the Active investments He classified the departure of the fund as a negative news for the minority shareholder.

This is because, without the pressure of a relevant partner, the merger tends to be approved with a less favorable exchange ratio.

According to information from InvestNewsthe buyer of PREVI’s slice would be Marcos MolinaMarfrig controller.

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With this, the controllers have extended their participation again and now have 58.9% BRF actions.

“This movement, if confirmed, should facilitate the approval of the merger, especially with Marfrig controllers increasingly increasing their participation in BRF,” wrote the active analysts.

End of a historical partnership

Previ’s investment dates back to 1994even before the formation of BRF, through the participation in the old Sadia and Perdigão.

According to the fund, accumulated profitability of BRF in the last two years has been 120.3%well above the 14.6% of Ibovespa In the same period.

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“The full sale of the position in BRF occurs at a timely time, given the current international macroeconomic scenario and the uncertainties of the company’s future after the incorporation by Marfrig,” said Previ.

The fund also recalled that over the decades BRF has faced numerous operational challenges, but also periods of expressive recovery.

In 2024 he recorded the best performance in his history, with net income of R $ 3.7 billion and payment of R $ 1.1 billion in interest on equity.

In the first quarter of 2025, net income was R $ 1.2 billion, double the same period of the previous year.