J&F and Paper Excellence end years-long legal dispute



J&F and Paper Excellence end years-long legal dispute | Eldorado Brasil, Paper Excellence, acquisition, Domtar, Brazil,

BRAZIL (From news reports) -- J&F, the holding company owned by the Batista brothers, and Paper Excellence, by Indonesian businessman Jackson Wijaya, have reached an agreement to end their multibillion-dollar corporate dispute that has dragged on since 2017, sources said. Under the deal, J&F will repurchase Paper Excellence's 49% stake in pulp producer Eldorado Celulose for approximately $2.7 billion (R$15.2 billion).

According to people close to the negotiations, the amount represents 10 times Eldorado's EBITDA.

Once the deal is formalized, both companies will withdraw from all pending legal proceedings--whether in administrative forums or in court--for the past eight years. Neither company commented publicly on the matter.

The dispute dates back to 2017, when J&F, under pressure from the fallout of the anti-corruption task force Car Wash, began selling assets--including Alpargatas, owner of the Havaianas brand, and its stake in dairy company Vigor--to raise cash.

That year, J&F agreed to sell 100% of Eldorado to Paper Excellence for R$15 billion. The Asian company had outbid Chile's Arauco, which had offered R$14 billion and was in advanced negotiations.

Under the terms of the agreement with Paper Excellence, the acquisition would be carried out through CA Investment Brazil, with payment to be made in stages and completion expected within 12 months--by September of the following year. The acquisition of 49.4% of the shares was valued at $1.24 billion at the time.

Less than a year later, it became public that the parties were at odds over the terms of the deal, initiating a dispute that played out in arbitration, regulatory agencies, and courts.

Several attempts were made over the years to reach an amicable resolution. Early on, the Batista brothers reportedly suggested extending the transaction deadline in exchange for an additional R$6 billion on top of the agreed price. Paper Excellence contested the demand, claiming harm.

The case moved into arbitration. The first proceeding, initiated by Paper Excellence, took place at the International Chamber of Commerce (ICC), which ruled in its favor in 2021.

In 2023, a meeting was arranged in Germany between Joesley Batista of J&F and Jackson Wijaya of Paper Excellence--heir to one of Indonesia's wealthiest families--to attempt a truce. It marked the first face-to-face encounter between the two main players in what was then the most prominent corporate dispute in Brazil.

According to sources, Mr. Wijaya gave Mr. Batista a miniature Chinese dragon--a symbol of luck and honor--as a gesture of goodwill. Although the discussion remained civil, no agreement was reached. Both executives were accompanied by trusted aides, and they exchanged phone numbers to maintain direct communication.

This time, however, there was no face-to-face meeting between Mr. Batista and Mr. Wijaya to close the deal. According to Valor's business news website Pipeline, even their lawyers had not been in direct contact until the final stages of negotiation. The contract is scheduled to be signed at BTG Pactual, but without the traditional handshake or champagne toast typical of M&A transactions.

Over the past year, each side relied on intermediaries from the banking and political worlds--including figures such as former President Michel Temer and businessman and former São Paulo Governor João Doria--to help align the deal's terms. "There was no direct negotiation between the parties, not even on price," said one person familiar with the matter.

BTG Pactual, which arranged the original transaction in 2017, was officially hired by Paper Excellence but also maintains close ties with J&F, effectively serving as a bridge between the parties. BTG partner André Esteves was directly involved. While the contract has not yet been signed, the deal has been finalized and the payment has already been deposited in an escrow account at BTG.

The legal battle saw both companies engage in a series of civil and criminal lawsuits, including proceedings before Brazil's Federal Supreme Court (STF). One such case was assigned to Justice Kassio Nunes Marques, who denied Paper Excellence's request for a provisional ruling against a decision by the Federal Regional Court of the 4th Region (TRF-4) that blocked the transfer of Eldorado's controlling shares.

The dispute also reached Brazil's antitrust regulator, CADE. In a controversial move, the tribunal initially granted a provisional remedy favoring J&F, surprising both market watchers and antitrust specialists. However, the tribunal later narrowed the scope of that decision, ultimately siding with Paper Excellence by restricting its veto rights solely to potential Eldorado expansion plans.

CADE's technical staff had previously suspended Paper Excellence's political rights in Eldorado, but the tribunal overturned that decision, preserving the company's ability to appoint board members and other directors appointed pursuant to the bylaws.

Even CADE's proceedings ended up in the judiciary. In January, the Federal Regional Court of the 3rd Region (TRF-3) reversed a provisional remedy by CADE's General Secretariat, restoring Paper Excellence's shareholder rights pending a final ruling.

According to sources close to the negotiations, the setback J&F suffered at the antitrust watchdog played a key role in pushing the company toward settling, as the agency had become the Batista brothers' last remaining legal avenue.

The end of the legal standoff could also pave the way for new investments in Eldorado's plant in Três Lagoas, Mato Grosso do Sul. With the dispute resolved, the expectation is that expansion plans--frozen since the onset of the conflict--can now move forward.

Valor has learned from sources within the Mato Grosso do Sul government that J&F has already initiated environmental licensing procedures to double the facility's current production capacity of 1.8 million tonnes of pulp per year. The investment is estimated at $3 billion (R$15 billion at current exchange rates) to compete with major projects by Suzano, Arauco, Bracell, and CMPC, all of which are also expanding operations in the region.

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