Not For Distribution In Or Into Or To Any Person Located Or Resident In The United States, Its Territories And Possessions, Any

 Not For Distribution In Or Into Or To Any Person Located Or Resident In The
United States, Its Territories And Possessions, Any State Of The United States
  Or The District Of Columbia Or In Any Jurisdiction Where It Is Unlawful To
               Release, Publish Or Distribute This Announcement

MARFRIG GLOBAL FOODS S.A., PUBLIC COMPANY, TAXPAYER ID (CNPJ/MF):
03.853.896/0001-40, (BM&FBOVESPA: MRFG3)

NOTICE TO THE MARKET: MARFRIG ANNOUNCES COMMENCEMENT BY MARFRIG HOLDINGS OF
CASH TENDER OFFER FOR UP TO U.S.$100.0 MILLION IN AGGREGATE PRINCIPAL AMOUNT
OF THE OUTSTANDING 11.250% Senior Notes due 2021 AND CASH TENDER OFFER FOR UP
TO THE 2017 NOTES MAXIMUM TENDER AMOUNT OF 9.875% SENIOR NOTES DUE 2017, IN
EACH CASE OF MARFRIG HOLDINGS

PR Newswire

SAO PAULO, March 25, 2014

SAO PAULO, March 25, 2014 /PRNewswire/ --Marfrig Global Foods S.A.
("Marfrig"), Marfrig Holdings (Europe) B.V. (the "Issuer"), Banco Bradesco BBI
S.A., BTG Pactual US Capital LLC, Deutsche Bank Securities Inc. and Morgan
Stanley & Co. LLC (together, the "Dealer Managers") today announced the
commencement of (i) an offer by the Issuer to purchase for cash (the "2021
Notes Tender Offer") up to U.S.$100.0 million in aggregate principal amount
(the "2021 Notes Maximum Tender Amount") of the outstanding 11.250% Senior
Notes due 2021 (the "2021 Notes") of the Issuer, and (ii) an offer to purchase
for cash (the "2017 Notes Tender Offer" and, together with the 2021 Notes
Tender Offer, the "Tender Offers") the outstanding 9.875% Senior Notes due
2017 (the "2017 Notes" and, together with the 2021 Notes, the "Notes") of the
Issuer in an aggregate principal amount such that the aggregate principal
amount of the 2017 Notes accepted for purchase does not exceed (1) U.S.$125.0
million less (2) the aggregate principal amount of the 2021 Notes validly
tendered and accepted for purchase pursuant to the 2021 Notes Tender Offer
(the "2017 Notes Maximum Tender Amount"). The Tender Offers are being made
pursuant to the offer to purchase dated March 25, 2014 (the "Offer to
Purchase") and the related letter of transmittal (the "Letter of Transmittal"
and, together with the Offer to Purchase, the "Offer Documents"). The
principal purpose of the Tender Offers is to reduce interest expense by
retiring a portion of the outstanding debt using cash on hand.

The table below summarizes certain payment terms for each series of Notes:

                                    Aggregate   Maximum
Description of Notes                Principal   Acceptance     Total
                                    Amount      Limit          Consideration^1
                                   Outstanding
                                                              
                                    
11.250% Senior Notes due 2021
(CUSIP / ISIN Nos. 56656UAE2 and    U.S.$400.0  U.S.$100.0     U.S.$1,075.00
N54468AC2/ US56656UAE29 and         million     million
USN54468AC22)
9.875% Senior Notes due 2017 (CUSIP
/ ISIN Nos.                         U.S.$600.0  2017 Notes
                                    million     Maximum Tender U.S.$1,050.00
56656UAD4 and N54468AB4/                        Amount^2
US56656UAD46 and USN54468AB49)

    The amount to be paid for each U.S.$1,000 principal amount of the
    applicable series of Notes validly tendered and accepted for purchase. In
(1) each case, the Total Consideration includes an early tender payment of
    U.S.$35.00 for each U.S.$1,000 principal amount of Notes. In addition,
    accrued and unpaid interest up to, but not including, the settlement date
    ("Accrued Interest") will be paid.
    Equals U.S.$125.0 million less the aggregate principal amount of the 2021
(2) Notes validly tendered and accepted for purchase pursuant to the 2021
    Notes Tender Offer.

The 2021 Tender Offer will expire at 11:59 p.m., New York City time, on April
22, 2014, unless extended or earlier terminated (such date and time, including
as extended or earlier terminated, the "2021 Notes Expiration Date"). Holders
of the 2021 Notes who validly tender (and do not validly withdraw) their 2021
Notes at or prior to 5:00 p.m., New York City time, on April 7, 2014, unless
extended or earlier terminated (such date and time, including as extended or
earlier terminated, the "2021 Notes Early Tender Date"), will be eligible to
receive the 2021 Notes Total Consideration (as defined below), which includes
the 2021 Notes Early Tender Payment (as defined below), plus Accrued Interest.
2021 Notes Holders who validly tender 2021 Notes after the 2021 Notes Early
Tender Date but at or prior to the 2021 Notes Expiration Date in the manner
described herein will not be eligible to receive the 2021 Notes Early Tender
Payment and will therefore only be eligible to receive the 2021 Notes Tender
Offer Consideration (as defined below), plus Accrued Interest. 2021 Notes that
have been validly tendered pursuant to the 2021 Notes Tender Offer may be
validly withdrawn prior to the 2021 Notes Early Tender Date but not thereafter
except as may be required by applicable law.

The 2017 Tender Offer will expire at 11:59 p.m., New York City time, on April
22, 2014, unless extended or earlier terminated (such date and time, including
as extended or earlier terminated, the "2017 Notes Expiration Date"). Holders
of 2017 Notes who validly tender (and do not validly withdraw) their 2017
Notes at or prior to 5:00 p.m., New York City time, on April 7, 2014, unless
extended or earlier terminated (such date and time, including as extended or
earlier terminated, the "2017 Notes Early Tender Date"), will be eligible to
receive the 2017 Notes Total Consideration (as defined below), which includes
the 2017 Notes Early Tender Payment (as defined below), plus Accrued Interest.
2017 Notes Holders who validly tender 2017 Notes after the 2017 Notes Early
Tender Date but at or prior to the 2017 Notes Expiration Date in the manner
described herein will not be eligible to receive the 2017 Notes Early Tender
Payment and will therefore only be eligible to receive the 2017 Notes Tender
Offer Consideration (as defined below), plus Accrued Interest. 2017 Notes that
have been validly tendered pursuant to the 2017 Notes Tender Offer may be
validly withdrawn prior to the 2017 Notes Early Tender Date but not thereafter
except as may be required by applicable law.

The "2021 Notes Total Consideration" for each U.S.$1,000 principal amount of
2021 Notes validly tendered (and not validly withdrawn) at or prior to the
2021 Notes Early Tender Date and accepted for purchase pursuant to the 2021
Notes Tender Offer will be U.S.$1,075.00, which includes an early tender
payment equal to U.S.$35.00 (the "2021 Notes Early Tender Payment"). Holders
of 2021 Notes who validly tender 2021 Notes after the 2021 Notes Early Tender
Date but at or prior to the 2021 Notes Expiration Date and whose 2021 Notes
are accepted for purchase will not be entitled to receive the 2021 Notes Early
Tender Payment and will therefore be entitled to receive, for each U.S.$1,000
principal amount of 2021 Notes accepted for purchase, U.S.$1,040.00 (the "2021
Notes Tender Offer Consideration").

The "2017 Notes Total Consideration" for each U.S.$1,000 principal amount of
2017 Notes validly tendered (and not validly withdrawn) at or prior to the
2017 Notes Early Tender Date and accepted for purchase pursuant to the 2017
Notes Tender Offer will be U.S.$1,050.00, which includes an early tender
payment equal to U.S.$35.00 (the "2017 Notes Early Tender Payment"). Holders
of 2017 Notes who validly tender 2017 Notes after the 2017 Notes Early Tender
Date but at or prior to the 2017 Notes Expiration Date and whose 2017 Notes
are accepted for purchase will not be entitled to receive the 2017 Notes
Early Tender Payment and will therefore be entitled to receive, for each
U.S.$1,000 principal amount of 2017 Notes accepted for purchase, U.S.$1,015.00
(the "2017 Notes Tender Offer Consideration").

Subject to the 2021 Notes Maximum Tender Amount, the Issuer intends to accept
for purchase on the settlement date that is expected to be within one business
day following the 2021 Notes Expiration Date or as promptly as practicable
thereafter (the "2021 Notes Settlement Date") all 2021 Notes validly tendered
(and not validly withdrawn) at or prior to the 2021 Notes Expiration Date. In
such case, 2021 Notes Holders who validly tender their 2021 Notes at or prior
to the 2021 Notes Expiration Date may be subject to proration (as described in
the Offer Documents) if the aggregate principal amount of 2021 Notes validly
tendered (and not validly withdrawn) as of the 2021 Notes Expiration Date
exceeds the 2021 Notes Maximum Tender Amount. There is no "early settlement
date" with respect to the 2021 Notes regardless of whether such 2021 Notes
were tendered at or prior to the 2021 Notes Early Tender Date.

Subject to the 2017 Notes Maximum Tender Amount, the Issuer intends to accept
for purchase on the settlement date that is expected to be within one business
day following the 2017 Notes Expiration Date or as promptly as practicable
thereafter (the "2017 Notes Settlement Date") all 2017 Notes validly tendered
(and not validly withdrawn) at or prior to the 2017 Notes Expiration Date. In
such case, 2017 Notes Holders who validly tender their 2017 Notes at or prior
to the 2017 Notes Expiration Date may be subject to proration (as described in
the Offer Documents) if the aggregate principal amount of 2017 Notes validly
tendered (and not validly withdrawn) as of the 2017 Notes Expiration Date
exceeds the 2017 Notes Maximum Tender Amount. There is no "early settlement
date" with respect to the 2017 Notes regardless of whether such 2017 Notes
were tendered at or prior to the 2017 Notes Early Tender Date.

The Issuer's obligation to purchase Notes in either of the Tender Offers is
conditioned on the satisfaction or waiver of certain conditions described in
the Offer Documents. Neither Tender Offer is conditioned upon the tender of
any minimum principal amount of Notes of such series or of the other series.
However, the 2021 Notes Tender Offer is subject to the 2021 Notes Maximum
Tender Amount and the 2017 Notes Tender Offer is subject to the 2017 Notes
Maximum Tender Amount. The Issuer has the right, in its sole discretion, to
amend or terminate either of the Tender Offers at any time.

The Information Agent and Tender Agent for the Tender Offers is D.F. King &
Co., Inc. To contact the Information Agent and Tender Agent, banks and brokers
may call +1-212-269-5550, and others may call U.S. toll-free: 1-800-967-4604.
Additional contact information is set forth below.

By Mail, Hand or Overnight Courier: By Facsimile Transmission:
48 Wall Street                      (for eligible institutions only)
22nd Floor                          +1 212-709-3328
New York, NY 10005                  Attention: Elton Bagley
USA                                 Confirmation by Telephone
Attention: Elton Bagley             +1 212-493-6996

Any questions or requests for assistance or for additional copies of this
notice may be directed to the Dealer Managers at their respective telephone
numbers set forth below or, if by any Holder, to such Holder's broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Tender Offers.

The Dealer Managers for the Tender Offers are:

Banco Bradesco BBI    BTG Pactual US     Deutsche Bank      Morgan Stanley &
S.A.                  Capital LLC        Securities Inc.    Co. LLC
Av. Paulista, 1450    601 Lexington      60 Wall St., 2^nd  1585 Broadway
8^th Floor            Avenue,            Floor
01310-917 Sao Paulo,  57^th Floor        New York, NY 10005 New York, NY 10036
SP
Brazil                New York, NY 10022 United States of   United States of
                                         America            America
Attn: Fixed Income    United States of   Attn: Liability    Attn: Liability
Division              America
Collect: (212)        Collect: (212)     Management Group   Management Group
888-9145              293-4600
                                         Collect: (212)     Toll free: (800)
                                         250-6429           624-1808
                                                            Collect: (212)
                                                            761-1057

This notice does not constitute or form part of any offer or invitation to
purchase, or any solicitation of any offer to sell, the Notes or any other
securities in the United States or any other country, nor shall it or any part
of it, or the fact of its release, form the basis of, or be relied on or in
connection with, any contract therefor. The Tender Offers are made only by and
pursuant to the terms of the Offer to Purchase and the related Letter of
Transmittal and the information in this notice is qualified by reference to
the Offer to Purchase and the related Letter of Transmittal. None of the
Issuer, Marfrig, the Dealer Managers or the Information Agent and Tender Agent
makes any recommendations as to whether Holders should tender their Notes
pursuant to the Tender Offers.

This notice to the market does not represent an offer to sell securities or a
solicitation to buy securities in the United States or in any other country.
This notice to the market is released for disclosure purposes only, in
accordance with applicable legislation. It not does not constitute marketing
material, and should not be interpreted as advertising an offer to sell or
soliciting any offer to buy securities issued by the Issuer and Marfrig. This
notice to the market is not for distribution in or into or to any person
located or resident in the United States, its territories and possessions, any
state of the United States or the District of Columbia or in any jurisdiction
where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements may relate to, among other things, Marfrig's business strategy,
goals and expectations concerning its market position, future operations,
margins and profitability.

Although the Issuer and Marfrig believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions
could prove to be inaccurate and the forward-looking statements based on these
assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to
risks, uncertainties and other factors that could cause actual results and
trends to differ materially from those made, projected, or implied in or by
the forward-looking statements depending on a variety of uncertainties or
other factors.

The Issuer and Marfrig undertake no obligation to update any of its
forward-looking statements.

Ricardo Florence dos Santos
Chief Financial and Investor Relations Officer
Marfrig Global Foods S.A.

SOURCE Marfrig Global Foods S.A.

Contact: Mei Zhang, 212-269-5550; IR Contacts: Av. Chedid Jafet, 222, Bloco A
- 3º andar - Vila Olímpia - São Paulo - SP - CEP: 04551-065, Tel: (11)
3792-8650/8600, www.marfrig.com.br/ir, e-mail: ir@marfrig.com.br
 
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