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Material Fact - Notice of Intent to Conduct Public Tender Offer (“PTO")

MATERIAL FACT

Notice of Intent to Conduct Public Tender Offer (“PTO")
for the Repurchase of Warrants (BEEF11)

Barretos, July 12th, 2011 - Minerva S.A. (BOVESPA: BEEF3; Bloomberg: BEEF3.BZ; Reuters: BEEF3.SA), one of South America’s market leaders in the production and sale of fresh beef, live cattle and byproducts, and the processing of beef, pork and poultry , informs its shareholders and the general market, in accordance with the Brazilian Securities and Exchange Commission (Exchange Comissão de Valores Mobiliários), or (“CVM”), instruction 358/02 as amended, its intention to, once its offer of mandatorily convertible debentures, currently under review by the CVM, has been closed, to carry out a voluntary PTO in Brazil for the acquisition of all of the outstanding warrants it has issued and that are currently traded on the São Paulo Stock Exchange (BM&FBOVESPA S.A.—Bolsa de Valores, Mercadorias e Futuros) under the symbol “BEEF11”

The legal feasibility of carrying out the PTO was subject to a consultation with the CVM, whose official letter CVM/CGP/No. 068/2011 contains an extract from the minutes of the extraordinary meeting of the CVM’s board of commissioners held on June 14th, 2011, and the favorable opinion provided to Minerva S.A. for realizing the PTO, in accordance with CVM instruction 361/0.Minerva S.A. reinforces its commitment with the operational excellence of its facilities, focusing the efforts in the growth of its operations and the maturity of its investments, always prioritizing profitability of its businesses and generating value to its shareholders.

The price of the PTO and other terms and conditions of the offer will be timely disclosed to the market after approval by the board of directors of Minerva S.A. and the closing of its public offer of mandatorily convertible debentures, depending on market conditions. The price of the PTO will be based on an appraisal report, pursuant to CVM 361/10.


Contact IR

Phone : +55 (11) 3074-2444
E-mail: ri@minerva.com.br

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