M&A$JBS

JBS to buy Flora for $542 million in related-party deal

JBS will buy Brazilian personal care company Flora for $542 million from controlling shareholder J&F, paying mostly in its own Class A shares.

Key takeaways

  • JBS N.V. (JBS) agreed to buy Flora, a Brazilian home and personal care company, for $542 million, including $367 million in JBS Class A shares or depositary receipts, from its controlling shareholder J&F. The deal is expected to close in December 2026, and JBS also agreed to buy Canal Rural for R$88.1 million.
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JBS N.V. (JBS) agreed to buy Flora Produtos de Higiene e Limpeza S.A., a Brazilian home and personal care company, for $542 million from J&F S.A., its controlling shareholder. Shares fell 1.6% at 11:18 a.m. ET, from a $13.12 close.

JBS S.A., the company's wholly owned Brazilian subsidiary, will pay R$2.97 billion for Flora under a share purchase agreement signed Nov. 9, subject to adjustments. The $367 million equity portion will be paid in Class A common shares of JBS and/or Brazilian depositary receipts, each representing one Class A share, at a reference price of R$66.82916 per share, based on the 30-day volume-weighted average closing price of $12.20 on the New York Stock Exchange ending Nov. 5, converted at the central bank's PTAX selling rate of R$5.4778 per US dollar.

Flora has more than 45 years of history and ranks among Brazil's five largest companies in bath products and laundry care. Its brands include Minuano, Francis, Neutrox and OX.

  • Net revenue: R$2.9 billion, or $531 million, for the 12 months ended September 2026
  • Five manufacturing facilities; more than 4,200 employees
  • Net debt assumed: $175 million
  • Enterprise value: 7.0 times Flora's 2027 EBITDA before synergies
  • Net leverage impact: none expected

Flora began as JBS's hygiene and cleaning products division before its 2007 separation. The companies kept a commercial relationship, including JBS's supply of beef tallow.

JBS is also buying Canal Rural Produções Ltda., a Brazilian agribusiness media company, from J&F for R$88.1 million, subject to adjustments, paid in Class A shares at the same reference price.

Because J&F and FIP Fiagro belong to the same economic group as JBS S.A., both purchases are related-party transactions. JBS's independent audit committee and the board, acting through members without a conflict of interest, approved them. Independent institutions prepared studies supporting the enterprise values.

The deals are expected to close in December 2026, subject to customary closing conditions, unless the parties agree otherwise.

Sources