JBS Dual Listing Hangs by Thread as Minority Shareholders Split

JBS’s ambitious plan to list on the New York Stock Exchange faces a nail-biting finish. The Brazilian meat processing giant revealed Thursday that 50.7% of counted minority shareholder votes oppose the dual listing proposal, while 47.3% support it.

This razor-thin margin of 3.43 percentage points could swing either way as 210 million votes remain uncounted. The partial tally shows 520.35 million votes processed out of 730 million eligible minority shareholders.

The final decision will come during Friday’s shareholder assembly scheduled for 10:00 AM Brasília time. This vote represents a pivotal moment in JBS‘s corporate history. Institutional Shareholder Services (ISS) has influenced the tight race by recommending against the proposal.

The advisory firm criticized the dual listing structure for creating a special class of shares that grants controlling shareholders ten times more voting power than ordinary shareholders. This arrangement potentially undermines minority shareholder influence.

The proposed structure would allow the Batista family’s J&F investment group to maintain or even strengthen their control despite not increasing their equity stake. Many institutional investors view this as a significant governance concern that outweighs potential benefits.

BNDES Reduces JBS Stake Amid Dual Listing Debate

Meanwhile, Brazil’s National Development Bank (BNDES) has reduced its JBS stake from 20.23% to 18.18% between April 23 and May 20. The bank sold over 58 million shares, generating approximately R$2.47 billion based on average share prices during this period.

BNDES plans to continue reducing its position but does not intend to exit completely. Both BNDES and J&F Investimentos have agreed to abstain from voting on the dual listing proposal.

This leaves the decision entirely to minority shareholders who control roughly 30% of the company. JBS shares have shown volatility throughout this process.

The stock climbed 42.24% in March and April after SEC approval but has declined 9.55% in May following the negative ISS recommendation. If approved, JBS could begin trading on the NYSE as early as June 12.

The company argues this move would access deeper capital markets and potentially achieve valuations closer to international competitors like Tyson Foods.

However, the governance structure has created tension between controlling shareholders’ desire for power and minority investors’ rights concerns.

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