Bertin solicits consents, waivers for 8½%, 10¼% notes

New York, Oct. 15 - Bertin Ltda. announced a solicitation of consents and waivers from holders of its $120 million of 8½% notes due 2008 and $350 million of 10¼% notes due 2016.

The solicitation is to allow the Sao Paulo, Brazil-based company to transfer substantially all of the assets and liabilities used in its core beef processing operations and leather business to its wholly-owned subsidiary, Bertin SA, add Bertin SA as a co-issuer on both series of notes, add Bertin Finance Ltd., a wholly-owned subsidiary of the corporation to be organized as a limited liability company in the Cayman Islands, as a co-issuer of the 10¼% notes and make Bertin SA an unconditional guarantor of the notes rather than the issuer Bertin Ltda.

The transfer of assets excludes the assets and liabilities of Bertin's personal protective equipment division operated under the Bracol trademark as well as other assets that are not directly related to its core beef processing operations and leather business.

Bertin said it intends to spin off Bertin SA as part of a corporate reorganization that it expects will further streamline its corporate structure and to allow the corporation to focus its operating resources and activities on its core beef processing operations and leather business.

Under the proposed changes, Bertin Ltda.'s guarantee of the notes will terminate and the restrictive covenants will cease to apply to Bertin Ltda. when Bertin SA's total share capital and additional paid-in capital is not less than the total shareholders' equity of Bertin Ltda. as of Dec. 31, 2006, or R$1.4383 billion. The release is subject to written confirmation that the ratings of the notes by both Standard & Poor's and Moody's Investor Service, Inc. will not be downgraded as a direct result, there is no default and immediately after giving effect to the release, Bertin SA would be able to incur at least R$1.00 of debt under the first paragraph of the limitation on debt covenant in the terms and conditions and the indenture.

The solicitation ends at 5 p.m. ET on Oct. 26.

Holders who consent will receive a payment of $2.50 per $1,000 principal amount.

Credit Suisse (800 820-1653 or 212 538-0652) and Standard Bank plc (212 407-5064) are solicitation agents. D.F. King & Co., Inc. is the information agent (banks and brokers call collect 212 269-5550, others call 800 207-3158).

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