Chiquita Confirms Receipt of a Revised Offer From Cutrale / Safra
(Thomson Reuters ONE) -
CHARLOTTE, N.C., Oct. 15, 2014 (GLOBE NEWSWIRE) -- Chiquita Brands
International, Inc. (NYSE:CQB) ("Chiquita"), today confirmed that it has
received an offer from entities affiliated with the Cutrale Group and the Safra
Group ("Cutrale / Safra") to acquire all of the outstanding common stock of
Chiquita at a price of $14.00 per share in cash.
Consistent with its fiduciary duties, Chiquita's Board of Directors, in
consultation with its legal and financial advisors, will carefully review and
consider the offer in light of the best interests of the Company and its
shareholders.
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.
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 revised transaction agreement with
Fyffes (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
Regarding the combination with Fyffes, ChiquitaFyffes Limited, a private limited
company organized under the laws of Ireland ("ChiquitaFyffes") has filed with
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 U.S. Securities and Exchange Commission (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. ChiquitaFyffes has filed with
the SEC a post-effective amendment to the registration statement on Form S-4
that includes a First Supplement to the Proxy Statement/Prospectus/Scheme
Circular. The post-effective amendment to the registration statement on Form S-
4 was declared effective by the SEC on October 8, 2014. Each of Chiquita and
Fyffes has completed mailing the First Supplement to the Proxy
Statement/Prospectus/Scheme Circular 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 FOR THE FYFFES
TRANSACTION) 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, are contained in the definitive
Proxy Statement/Prospectus/Scheme Circular and the First Supplement to the Proxy
Statement/Prospectus/Scheme Circular described above that were mailed to
shareholders and other relevant materials to be filed with the SEC when they
become available.
Forward Looking Statements
This communication contains 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 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 and in the definitive
First Supplement to the Proxy Statement/Prospectus/Scheme Circular that have
been 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 statement in this communication 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 communication constitutes an asset
valuation.
Chiquita has made an updated profit forecast for the year ending December
31, 2014 as set out under the heading "Updated Chiquita Profit Forecast"
beginning on page 132 of the First Supplement to the Proxy
Statement/Prospectus/Scheme Circular mailed to shareholders of Chiquita and
Fyffes (the "Chiquita Profit Forecast"). The directors of Chiquita confirm that
the Updated Chiquita Profit Forecast remains valid for the purpose of the
Combination.
Statement Required by the Takeover Rules
The directors of Chiquita accept responsibility for the information contained in
this communication. 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 communication for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
CONTACT: Chiquita Contacts:
Investors
Steve Himes
1 980-636-5636
shimes(at)chiquita.com
MacKenzie Partners Inc.
Toll-Free (800) 322-2885 or (212) 929-5500 (call collect)
Alliance Advisors, LLC
Toll free at (855) 976-3330
cqb(at)allianceadvisorsllc.com
Media
Ed Loyd
1 980-636-5145
eloyd(at)chiquita.com
Kelly Sullivan, Averell Withers or Joe Berg
Joele Frank, Wilkinson Brimmer Katcher
1 212-355-4449
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#1863260]
Datum: 15.10.2014 - 17:14 Uhr
Sprache: Deutsch
News-ID 344340
Anzahl Zeichen: 14325
contact information:
Town:
Charlotte
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 184 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Chiquita Confirms Receipt of a Revised Offer From Cutrale / Safra"
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Chiquita Brands International, Inc. (Nachricht senden)
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