Chiquita and Fyffes Receive Clearance From the European Commission for Proposed Combination
(Thomson Reuters ONE) -
Clearance Completes Required Regulatory Approvals and Confirms Transaction's
Expedited Timetable
Commitments Not Expected to Have Material Impact on Transaction's Commercial
Value
No Pre-Closing Activity Required
CHARLOTTE, N.C. and DUBLIN, Ireland, Oct. 3, 2014 (GLOBE NEWSWIRE) -- Chiquita
Brands International, Inc. (NYSE:CQB) ("Chiquita") and Fyffes plc (ESM: FFY ID:
AIM: FFY LN) ("Fyffes") today announced that the companies have received
clearance from the European Commission (the "EC") for their proposed merger
transaction. This regulatory clearance marks an important step toward the
completion of the combination (the "Combination"), which has been unanimously
approved by the Boards of Directors of both companies.
"This regulatory clearance represents a significant milestone for our proposed
transaction to create the #1 banana company globally," said Ed Lonergan,
Chiquita's Chief Executive Officer, and David McCann, Fyffes Executive Chairman,
in a joint statement. "We have worked closely with the European Commission to
address any concerns, and today's decision reaffirms our confidence that the
combination of Chiquita and Fyffes is a natural strategic partnership, one that
is now assured of a clear timeline to completion before the end of the year."
As previously announced on September 16, 2014, Chiquita and Fyffes proposed
limited commitments to the EC to facilitate obtaining clearance of the
Combination by the EC in its Phase I review period. These commitments, which
involve an agreement to eliminate any current or future exclusivity in shipping
arrangements to Northern Europe with third-party shipping providers, impose no
pre-closing requirements and are expected to have no material impact on the
strategic rationale, commercial value or synergy opportunities of the
transaction.
The proposed Combination has now received all necessary regulatory approvals.
The Combination remains subject to approval by Fyffes and Chiquita shareholders,
respectively, and by the High Court of Ireland.
As previously announced, the Special Meeting of Chiquita Shareholders that had
been scheduled for October 3, 2014, to consider the Combination, is being
adjourned to October 24, 2014.
About Chiquita
Chiquita is a leading international marketer and distributor of nutritious,
high-quality fresh and value-added food products - from energy-rich bananas,
blends of convenient green salads, other fruits to healthy snacking products. It
is headquartered in Charlotte, North Carolina, USA. The company markets its
products under the Chiquita® and Fresh Express® brands and other related
trademarks. With annual revenues of in excess of $3 billion, Chiquita employs
approximately 20,000 people and has operations in nearly 70 countries worldwide.
For more information, visit Chiquita's web site at www.Chiquita.com.
About Fyffes
Fyffes is a leading international importer and distributor of tropical produce.
It is headquartered in Dublin, Ireland and has operations in Europe, the U.S.,
Central and South America and has begun operations in Asia. Fyffes activities
include the production, procurement, shipping, ripening, distribution and
marketing of bananas, pineapples and melons. It markets its produce under a
variety of trademarks including the Fyffes® and Sol® brands and employs over
12,000 people worldwide.
About ChiquitaFyffes
ChiquitaFyffes is currently a private limited company incorporated in Ireland
under the name ChiquitaFyffes Limited that was formed solely for the purpose of
implementing the Combination. Prior to the effective date of the Combination,
ChiquitaFyffes will be re-registered, pursuant to the Companies Acts, as a
public limited company. To date, ChiquitaFyffes has not conducted any activities
other than those incidental to its formation and the execution of the
Transaction Agreement.
On the consummation of the scheme transaction (a) Fyffes will become a wholly
owned subsidiary of ChiquitaFyffes and (b) Chicago Merger Sub Inc.
("MergerSub"), a wholly owned indirect subsidiary of ChiquitaFyffes, will merge
with and into Chiquita, with the result that the separate corporate existence of
MergerSub will cease and Chiquita will continue as the surviving corporation. At
the effective time of the merger, all Chiquita common shares will be cancelled
and will automatically be converted into the right to receive ChiquitaFyffes
shares on a one-for-one basis.
Contacts for Chiquita
Steve Himes
Investors Tel: +1 980-636-5636
Email: shimes(at)chiquita.com
Ed Loyd
Tel: +1 980-636-5145
Media Email: eloyd(at)chiquita.com
Kelly Sullivan, Averell Withers or Joe Berg
Joele Frank, Wilkinson Brimmer Katcher
Tel: +1 212-355-4449
Contacts for Fyffes
Seamus Keenan
Investors Tel: + 353 1 887 2700
Email: skeenan(at)fyffes.com
Media Brian Bell
Wilson Hartnell PR
Tel: +353 1 669 0030
Email: brian.bell(at)ogilvy.com
Tripp Kyle or Blake Sonnenshein
Brunswick Group
Tel: +1 212-333-3810
The directors of Chiquita accept responsibility for the information contained in
this announcement other than that relating to Fyffes and the Fyffes Group and
the directors of Fyffes and members of their immediate families, related trusts
and persons connected with them. To the best of the knowledge and belief of the
directors of Chiquita (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The directors of Fyffes accept responsibility for the information contained in
this announcement relating to Fyffes and the Fyffes Group and the directors of
Fyffes and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the directors of
Fyffes (who have taken all reasonable care to ensure such is the case), the
information contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely to affect the
import of such information.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Combination or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Important Additional Information Has Been Filed and Will Be Filed with the SEC
ChiquitaFyffes has filed with the U.S. Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 that includes a Proxy Statement that
also constitutes a Prospectus of ChiquitaFyffes. The registration statement was
declared effective by the SEC on July 25, 2014. The Form S-4 also includes the
Scheme Circular and Explanatory Statement required to be sent to Fyffes
shareholders for the purpose of seeking their approval of the combination. Each
of Chiquita and Fyffes has completed mailing to their respective shareholders
the definitive Proxy Statement/Prospectus/Scheme Circular in connection with the
proposed combination of Chiquita and Fyffes and related transactions. On
September 30, 2014, ChiquitaFyffes filed with the SEC a post-effective amendment
to the registration statement on Form S-4 that includes a preliminary First
Supplement to the Proxy Statement/Prospectus/Scheme Circular. The post-effective
amendment to the registration statement on Form S-4 has not been declared
effective by the SEC. Chiquita and Fyffes plan to mail the definitive First
Supplement to the Proxy Statement/Prospectus/Scheme Circular on or after the
date that the post-effective amendment to the registration statement on Form S-
4 becomes effective, to each of the Chiquita shareholders that previously
received the Proxy Statement/Prospectus and to each of the Fyffes shareholders
who appears on the register of shareholders as of the date of the mailing.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY
STATEMENT), THE FIRST SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/SCHEME
CIRCULAR AND OTHER RELEVANT DOCUMENTS (INCLUDING A SUPPLEMENT TO THE PROXY
STATEMENT/PROSPECTUS/SCHEME CIRCULAR DESCRIBING THE REVISED TERMS) FILED OR TO
BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES, THE
COMBINATION AND RELATED MATTERS. Investors and security holders are able to
obtain free copies of the definitive Proxy Statement/Prospectus/Scheme Circular
(including the Scheme), the First Supplement to the Proxy
Statement/Prospectus/Scheme Circular and other documents filed with the SEC by
ChiquitaFyffes, Chiquita and Fyffes through the website maintained by the SEC at
www.sec.gov. In addition, investors and shareholders are able to obtain free
copies of the definitive Proxy Statement/Prospectus/Scheme Circular (including
the Scheme) the definitive First Supplement to the Proxy
Statement/Prospectus/Scheme Circular and other documents filed by Chiquita,
Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations
at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 South
Caldwell Street, Charlotte, North Carolina 28202 or by calling (980) 636-5000,
or by contacting Fyffes Investor Relations at c/o Seamus Keenan, Company
Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling +
353 1 887 2700.
Participants in the Solicitation
Chiquita, Fyffes, ChiquitaFyffes and their respective directors and executive
officers may be considered participants in the solicitation of proxies in
connection with the combination. Information about the directors and executive
officers of Fyffes is set forth in its Annual Report for the year ended December
31, 2013, which was published on April 11, 2014 and is available on the Fyffes
website at www.fyffes.com. Information about the directors and executive
officers of Chiquita is set forth in its Annual Report on Form 10-K for the year
ended December 31, 2013, which was filed with the SEC on March 4, 2014 and its
proxy statement for its 2014 annual meeting of shareholders, which was filed
with the SEC on April 11, 2014. Other information regarding the participants in
the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the definitive
Proxy Statement/Prospectus/Scheme Circular that was mailed to shareholders and
will be contained in the First Supplement to the Proxy
Statement/Prospectus/Scheme Circular described above and other relevant
materials to be filed with the SEC when they become available.
Forward Looking Statements
This press release and related announcement contain certain statements that are
"forward-looking statements." These statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the control of
Chiquita and Fyffes, including: the customary risks experienced by global food
companies, such as prices for commodity and other inputs, currency exchange
fluctuations, industry and competitive conditions (all of which may be more
unpredictable in light of continuing uncertainty in the global economic
environment), government regulations, food safety issues and product recalls
affecting Chiquita and/or Fyffes or the industry, labor relations, taxes,
political instability and terrorism; unusual weather events, conditions or crop
risks; continued ability of Chiquita and Fyffes to access the capital and credit
markets on commercially reasonable terms and comply with the terms of their debt
instruments; access to and cost of financing; and the outcome of pending
litigation and governmental investigations involving Chiquita and/or Fyffes, as
well as the legal fees and other costs incurred in connection with these items.
Readers are cautioned that any forward-looking statement is not a guarantee of
future performance and that actual results could differ materially from those
contained in the forward-looking statement. Forward-looking statements relating
to the combination involving Fyffes and Chiquita include, but are not limited
to: statements about the benefits of the combination, including expected
synergies and future financial and operating results; Fyffes and Chiquita's
plans, objectives, expectations and intentions; the expected timing of
completion of the combination; and other statements relating to the combination
that are not historical facts. Forward-looking statements involve estimates,
expectations and projections and, as a result, are subject to risks and
uncertainties. There can be no assurance that actual results will not materially
differ from expectations. Important factors could cause actual results to differ
materially from those indicated by such forward-looking statements.
With respect to the combination, these factors include, but are not limited to:
risks and uncertainties relating to the ability to obtain the requisite Fyffes
and Chiquita shareholder approvals; the risk that Fyffes or Chiquita may be
unable to obtain governmental and regulatory approvals required for the
combination, or required governmental and regulatory approvals may delay the
combination or result in the imposition of conditions that could reduce the
anticipated benefits from the combination or cause the parties to abandon the
combination; the risk that a condition to closing of the combination may not be
satisfied; the length of time necessary to consummate the combination; the risk
that the businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the combination may not be fully realized
or may take longer to realize than expected; disruption arising as consequence
of the combination making it more difficult to maintain existing relationships
or establish new relationships with customers, employees or suppliers; the
diversion of management time on transaction-related issues; the ability of the
combined company to retain and hire key personnel; the effect of future
regulatory or legislative actions on the companies; and the risk that the credit
ratings of the combined company or its subsidiaries may be different from what
the companies expect.
These risks, as well as other risks associated with the combination, are more
fully discussed in the Proxy Statement/Prospectus/Scheme Circular that is
included in the Registration Statement on Form S-4 and the First Supplement to
the Proxy Statement/Prospectus/Scheme Circular that is included in the post-
effective amendment to the registration statement on Form S-4 that were filed
with the SEC in connection with the combination and are contained in the
definitive Proxy Statement/Prospectus/Scheme Circular mailed to shareholders and
in the definitive First Supplement to the Proxy Statement/Prospectus/Scheme
Circular that will be mailed to shareholders. Additional risks and uncertainties
are identified and discussed in Chiquita's reports filed with the SEC and
available at the SEC's website at www.sec.gov and in Fyffes reports filed with
the Registrar of companies available at Fyffes website at www.fyffes.com.
Forward-looking statements included in this document speak only as of the date
of this document. Neither Chiquita nor Fyffes undertakes any obligation to
update its forward-looking statements to reflect events or circumstances after
the date of this communication.
No Profit Forecast / Asset Valuations
No statement in this announcement is intended to constitute a profit forecast
for any period, nor should any statements be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Chiquita, or Fyffes or ChiquitaFyffes,
as appropriate. No statement in this announcement constitutes an asset
valuation.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is,
or becomes, "interested" (directly or indirectly) in 1% or more of any class of
"relevant securities" of Fyffes or Chiquita, all "dealings" in any "relevant
securities" of Fyffes or Chiquita (including by means of an option in respect
of, or a derivative referenced to, any such "relevant securities") must be
publicly disclosed by not later than 3:30 p.m. (Irish time) on the "business
day" following the date of the relevant transaction. This requirement will
continue until the date on which the Scheme becomes effective or on which the
"offer period" otherwise ends. If two or more persons co-operate on the basis of
any agreement either express or tacit, either oral or written, to acquire an
"interest" in "relevant securities" of Fyffes or Chiquita, they will be deemed
to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in
"relevant securities" of Fyffes by Chiquita or "relevant securities" of Chiquita
by Fyffes, or by any person "acting in concert" with either of them must also be
disclosed by no later than 12 noon (Irish time) on the "business day" following
the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed can be found on the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie. "Interests in securities" arise,
in summary, when a person has long economic exposure, whether conditional or
absolute, to changes in the price of securities. In particular, a person will be
treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced
to, securities. Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's website.
If you are in any doubt as to whether or not you are required to disclose a
"dealing" under Rule 8, please consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone
number +353 1 678 9020; fax number +353 1 678 9289.
General
The release, publication or distribution of this announcement in or into certain
jurisdictions may restricted by the laws of those jurisdictions. Accordingly,
copies of this announcement and all other documents relating to the Combination
are not being, and must not be, released, published, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation, nominees,
trustees and custodians) should observe these restrictions. Failure to do so may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved in the
Combination disclaim any responsibility or liability for the violations of any
such restrictions by any person.
Any response in relation to the Combination should be made only on the basis of
the information contained in the Scheme Circular or any document by which the
Combination and the Scheme are made. Chiquita shareholders and Fyffes
shareholders are advised to read carefully the formal documentation which has
been posted to them in relation to the Combination.
Lazard & Co. Limited ("Lazard"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively as financial
adviser to Fyffes and no one else in connection with the matters described in
this document, and will not be responsible for anyone other than Fyffes for
providing the protections afforded to clients of Lazard nor for providing advice
in relation to the matters referred to in this document. Neither Lazard nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Lazard in connection
with this document, any statement contained herein or otherwise.
Davy and Davy Corporate Finance each of which is regulated in Ireland by the
Central Bank of Ireland, are acting for Fyffes and no one else in relation to
the matters referred to herein. In connection with such matters, Davy and Davy
Corporate Finance, their affiliates and their respective directors, officers,
employees and agents will not regard any other person as their client, nor will
they be responsible to anyone other than Fyffes for providing the protections
afforded to their clients or for providing advice in connection with the matters
described in this document or any matter referred to herein.
There has been no material change in the information previously published by
Fyffes or Chiquita in connection with the combination contained in the Form S-
4, as previously mailed to Fyffes shareholders, save as disclosed: (a) in the
announcement by Fyffes dated August 27, 2014 of Fyffes results for the six month
financial period ending June 30, 2014; (b) in the announcement by Chiquita and
Fyffes dated August 27, 2014 entitled "Chiquita and Fyffes Provide Updated
Synergy Estimates Related To Proposed Combination; (c) in the announcement by
Chiquita and Fyffes dated August 27, 2014 entitled "Chiquita Mails Letter To
Shareholders"; (d) in the modification of the Scheme of Arrangement as approved
by the Irish High Court on September 1, 2014; (e) in Chiquita's presentations
filed with the US Securities and Exchange Commission ("SEC") on August 27, 2014
and September 2, 2014; (f) in Chiquita's letter to its shareholders dated
September 2, 2014; (g) in the investor presentation filed by Fyffes with the SEC
on September 2, 2014; (h) in the investor presentation filed by Fyffes with the
SEC on September 17, 2014; (i) as respects interests in relevant securities
held, and dealings in Chiquita and Fyffes relevant securities, by parties acting
in concert with Chiquita or Fyffes, as has been disclosed in accordance with the
Irish Takeover Rules; (j) in the announcement by Chiquita and Fyffes dated
September 26, 2014 entitled "Chiquita and Fyffes announce revised Transaction
Agreement" and pursuant to the Supplemental Transaction Agreement dated
September 25, 2014 and the Supplemental Expenses Reimbursement Agreement dated
September 25, 2014 each as described in that announcement and (k) in the post-
effective amendment to the registration statement on Form S-4 filed by
ChiquitaFyffes on September 30, 2014.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Chiquita Brands International, Inc. via GlobeNewswire
[HUG#1860601]
Datum: 03.10.2014 - 16:38 Uhr
Sprache: Deutsch
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"Chiquita and Fyffes Receive Clearance From the European Commission for Proposed Combination"
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