Chiquita Brands Provides Rule 2.10 Announcement -- Relevant Securities in Issue -- Update
(Thomson Reuters ONE) -
CHARLOTTE, N.C., Oct. 2, 2014 (GLOBE NEWSWIRE) -- In accordance with Rule 2.10
of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the "Irish Takeover
Rules"), Chiquita Brands International, Inc. ("Chiquita") confirms that as of
October 1, 2014 its issued share capital comprised 47,048,800 common shares, par
value $0.01 per share (the "Common Shares"). This follows the issue of 589
Common Shares (net of any shares withheld for taxes) upon the vesting, in the
ordinary course, of restricted stock units held by certain employees of
Chiquita.
All of the Common Shares are admitted to trading on New York Stock Exchange
under the ticker symbol CQB. The International Securities Identification Number
for these securities is US 1700328099.
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 proposed combination of Chiquita
and Fyffes plc ("Fyffes") 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 Securities Act of 1933, as amended.
Important Additional Information has been filed and will be filed with the SEC
ChiquitaFyffes Limited, a private limited company organized under the laws of
Ireland ("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 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 will be 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 will be 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 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.
The Directors of Chiquita Brands International, Inc. accept responsibility for
the information contained in this announcement. To the best of their knowledge
and belief (having taken all reasonable care to ensure such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
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,
in summary, 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.
ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.
Chiquita Brands (NYSE:CQB) 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. The company markets its healthy, fresh products under the
Chiquita® and Fresh Express® premium brands and other related trademarks. With
annual revenues of more than $3 billion, Chiquita employs approximately 20,000
people and has operations in approximately 70 countries worldwide. For more
information, please visit www.chiquita.com.
CONTACT: Steve Himes
980-636-5636
shimes(at)chiquita.com
(Investors & Analysts)
Ed Loyd
980-636-5145
eloyd(at)chiquita.com
(Media)
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#1860204]
Datum: 02.10.2014 - 09:00 Uhr
Sprache: Deutsch
News-ID 342613
Anzahl Zeichen: 10714
contact information:
Town:
Charlotte
Kategorie:
Business News
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