CADE clears merger of BRF into Marfrig

On 5 September, the Administrative Council for Economic Defense (CADE) cleared the merger of BRF into Marfrig without restrictions, supporting the previous decision of the Office of the Superintendent General at CADE (SG). 

The transaction was notified in May 2025. According to the notification form, the deal will result in the merger of BRF into Marfrig, including all the remaining shares of BRF that are not in its control. As consideration, the shareholders of the acquired company will receive shares of Marfrig.

Marfrig is a Brazilian multinational that produces high added value animal protein-based foods, especially beef, such as hamburgers and other ready-to-eat products. On the other hand, BRF operates in the market of poultry and swine farming, production, and slaughter, in addition to manufacturing, commercialisation, and distribution of fresh meat, processed foods, pasta, margarine, pet food, among others. 

In its opinion, the Office of the Superintendent General at CADE cleared the transaction without restrictions, since it did not raise competition concerns. The document points out that the joint participation of the companies in the market with horizontal overlap, in which they both offer similar and competing products, is under 20%, the limit allowed by law. In addition, in the vertically integrated markets, when a company operates in a stage in the production chain and the other in the following or previous stage, each market share is under 30%, reducing a potential market foreclosure. 

The case was reviewed once more after Minerva Foods’ request to be registered in the case as an interested party, claiming competition concerns. The company highlighted the ownership interest of Saudi Agricultural and Livestock Investment Company (SALIC), trough its subsidiary, SALIC International Investment Company (SIIC). SALIC is a shareholder of Marfrig that also has shares from Minerva, which according to the claim, could increase the additional risks of coordinated effects. These risks could arise from potential alignments of incentives among competitors and the possibility of interlocking directorates, when the same person or group participates in the boards of directors of rival companies. In addition, there is the risk of exchange of sensitive information, capable of influencing strategical decisions and reducing competition in the affected markets. 

In his vote, Gustavo Augusto, President of CADE and rapporteur of the case, recognised the appeal of the interested party and partially granted the appeal, highlighting that SALIC and SIIC’s ownership interest in MBRF is not part of the transaction analysed. 

Commissioner Victor Fernandes disagreed, stating that the appeal must be denied. According to him, the alleged risk of interlocking directorates does not raise relevant competition concerns in the market of fresh meat. The vote stressed the presence of mechanisms that hinder the exchange of competitively sensitive information, such as the characteristics of the investment made by SALIC and the statutes of BRF, which forbid the participation in decisions with conflict of interests. 

The council unanimously agreed with Commissioner Victor Fernandes’ statement and denied the appeal. They upheld the decision of the SG and cleared the transaction on the terms of the vote of President Gustavo Augusto.