Chiquita Issues Letter to Holders Setting the 'Record Straight on Proposed Combination with Fyffes'

Chiquita Brands International, Inc.

("Chiquita") today is mailing a letter to its shareholders that highlights key parts of a presentation the Company filed with the U.S. Securities and Exchange Commission ("SEC") in which Chiquita sets the record straight regarding the flawed and misleading statements made by the Cutrale Group and the Safra Group ("Cutrale / Safra") in connection with Chiquita's proposed combination with Fyffes plc (ESM: FFY ID: AIM: FFY LN) ("Fyffes"). The presentation is available on the investor relations section of Chiquita's website: www.chiquita.com. The full text of the letter is below: September 2, 2014 Dear Fellow Chiquita Shareholder, Approximately two weeks ago, Chiquita's Board of Directors unanimously determined that the unsolicited, contingent proposal from Cutrale / Safra to acquire Chiquita for $13.00 per share is inadequate and reiterated its recommendation in favor of the transaction with Fyffes. Since then, Cutrale / Safra has had ample opportunity to submit a revised proposal, but has chosen not to do so. Instead, Cutrale / Safra has dug in at $13.00 per share and made multiple inaccurate and misleading public statements attempting to discredit Chiquita's Board and management team, as well as the highly compelling combination with Fyffes. We are taking this opportunity to set the record straight and, once again, point out that the Cutrale / Safra $13.00 proposal is an inferior alternative to ChiquitaFyffes and that the proposal itself is opportunistic, at a low premium and based off an artificial low in Chiquita's stock price. CUTRALE / SAFRA'S MISLEADING STATEMENTS AND FLAWED CALCULATIONS FAIL TO MAKE THE CASE THAT THEIR CONTINGENT $13 PER SHARE PROPOSAL IS ADEQUATE AND IN THE BEST INTERESTS OF CHIQUITA AND ITS SHAREHOLDERS X Cutrale / Safra Grossly Understates the Value of the ChiquitaFyffes Transaction * Reality: Cutrale / Safra selectively compares its contingent proposal of $13.00 per share to an outdated illustrative analysis, performed in February 2014 and described in Chiquita's proxy statement of August 6, 2014, of the implied present value of the future share price of ChiquitaFyffes. That analysis assumed $40 million of synergies – not $60 million – and outdated Fyffes forecasts that were approximately $10 million lower than Fyffes' latest guidance. The Cutrale / Safra contingent proposal is inadequate, especially when compared to the updated analysis. The updated analysis, when performed on a consistent basis to reflect the updated estimated incremental synergies and earnings and calculated to December 2014 (the assumed completion date of a transaction with Cutrale / Safra), indicates implied present value of future share prices, but without giving effect to any control premium, in the range of $13.09 – 14.69 per share and discounted cash flow value of $14.32 – 16.90 per share^1. X  Cutrale / Safra Grossly Overstates the Transaction Multiple Offered to Chiquita Shareholders * Reality: The Cutrale / Safra proposal is a low multiple by any measure.  Cutrale / Safra's use of Chiquita's reported adjusted EBITDA^2 for the last 12 months ended June 30, 2014, is an inappropriate reference point against which to compare the multiple in the Cutrale / Safra proposal.  This is because Chiquita's last twelve months EBITDA is not indicative of its future performance as it does not give Chiquita credit for, amongst other things: * Significant performance improvements already implemented; * Elimination of one-time or special costs or charges; * $10 million impact from Chiquita's Midwest salad plant consolidation, and * $18 million attributable to weather related costs in the first quarter of 2014. * The turnaround currently underway in Chiquita's salads business; and * Future efficiencies * For example, the $14-16 million shipping efficiencies announced by Chiquita on August 27, 2014 Chiquita is clearly in the midst of a turnaround, as evidenced by the increase in its EBITDA by 69% in 2013 compared to 2012 and an estimated increase of approximately 19% in 2014 compared to 2013^3. The implied multiple provided by Cutrale / Safra based on Chiquita's stand-alone LTM as of June 30, 2014, adjusted for special charges is 9.4x, Chiquita's stand-alone estimated 2014 EBITDA is only 8.6x, and against ChiquitaFyffes estimated pro forma combined 2014 EBITDA, including run rate synergies, is 6.9x, not 11.8x.^4 Chiquita shareholders are not being asked to sell Chiquita as a stand-alone business. They are being asked to sell the value achievable in a Chiquita/Fyffes transaction. Accordingly, the Cutrale / Safra proposal is misleading, misrepresented and inadequate. X   Cutrale / Safra Grossly Overstates the "Premium" Offered to Chiquita Shareholders * Reality: The Cutrale / Safra proposal is opportunistic and based off an artificial low period in Chiquita's historical stock price. By stating selectively that it represents a 29.2% premium Cutrale / Safra ignores that its proposal represents a: * 4.2% discount to the 52-week high point (before announcement of the combination with Fyffes) in Chiquita's closing stock price of $13.57, realized on September 11, 2013; * 2.8% premium to Chiquita's stock price of $12.64^5, the high point at which the stock traded post-announcement of the Fyffes transaction and pre-announcement of first quarter earnings; and * 19.8% premium to Chiquita's stock price of $10.85 on June 30, 2014. It is also based on flawed calculations: * In its calculations, Cutrale / Safra incorrectly discounts future values to today rather than to its stated year-end target for closing the transaction. This error alone has an impact to valuation of about 50 cents per share.  * Cutrale / Safra assumes unreasonably low growth rates for the ChiquitaFyffes business. As mentioned above, Chiquita is in a turnaround and has forecast approximately 19% EBITDA growth for this year.^6 In addition, Fyffes generated an EBITDA CAGR of more than 16% between 2008 – 2013. * Cutrale / Safra also applies low LTM EBITDA multiples relative to historical and current trading levels to calculate share prices. When using accurate numbers and assumptions and appropriately discounting the values shown in Chiquita's previous presentation to year-end 2014, the resulting values are meaningfully in excess of the $13 per share proposal. Cutrale / Safra's analysis is incorrect, based on flawed assumptions and does not reflect a change of control premium for the company. Accurate calculations demonstrate that Cutrale / Safra's proposal is a purchase of the company at a discount to the present value for ChiquitaFyffes. X   Cutrale / Safra Grossly Misrepresents Fyffes Business and Performance Track-Record * Reality: Since 2008, Fyffes has grown its EBITDA faster than any of its fresh produce peers.^7 In addition, Fyffes is far less volatile than Chiquita or others in the industry as evidenced by the fact that 74% of Fyffes European sales are contracted.^8 Fyffes also has significant land under management and contributes approximately 10,000 managed  hectares to the merger, in comparison to Chiquita's 16,000 hectares.^9 Since 2007, Fyffes has spent $108 million to acquire the farms that it currently operates.^10 The Fyffes merger increases geographic, sourcing and fruit diversification and reduces exposure to any single market.   X   Cutrale / Safra Grossly Misrepresents Synergies in the ChiquitaFyffes Transaction * Reality: Chiquita and Fyffes have identified an additional $20 million of synergies for a total of at least $60 million in annualized cost synergies by the end of 2016^11. These synergy estimates have been carefully prepared and, in accordance with the requirements of the Irish Takeover Rules, documented and third party reviewed. When the transaction was initially reviewed, Chiquita's Board considered synergy sensitivities that exceeded the $40 million estimate as publicly announced with announcement of the transaction, and since then, integration planning / synergy teams have validated the additional $20 million and are continuing their work. X   Cutrale / Safra Grossly Misrepresents Entering Negotiations as a "Risk-Free" option * Reality: Contrary to Cutrale / Safra's assertions, there is considerable risk to Chiquita shareholders should the Company engage in discussions with Cutrale / Safra. In fact, there are many contingencies attached to the Cutrale / Safra proposal and any delay in closing the Fyffes transaction will result in a deferral to Chiquita shareholders of the anticipated benefits of the transaction. Also, there is risk that Fyffes may walk away from the transaction, if its shareholders vote against the transaction as a result of our engaging in discussions regarding the Cutrale / Safra proposal. This is a risk not worth taking given the terms of the existing proposal. THERE IS NO "RISKLESS OPTION" -- THE CHOICE IS CLEAR FOR CHIQUITA SHAREHOLDERS The Chiquita Board is aware of its fiduciary duties and, in consultation with its financial and legal advisors, carefully reviewed Cutrale / Safra's proposal and unanimously determined that $13.00 per share does not constitute a Chiquita Superior Proposal and is an inadequate price at which to negotiate a sale of Chiquita. Cutrale / Safra have had the opportunity to submit a revised proposal over the past two weeks and have chosen not to do so. There is no reason to delay the Fyffes deal, especially as any delay will cost Chiquita shareholders in terms of the present value of delayed synergy implementation and risks the Fyffes transaction ultimately not being consummated. The choice is clear:  1. Vote "FOR" a better company, with greater potential to create value for shareholders. ChiquitaFyffes post-merger is a better and a more valuable business than Chiquita as a stand-alone company without the proposed merger. By voting "FOR" ChiquitaFyffes, shareholders have the opportunity to realize future appreciation of their share value as a result of the benefits of the combination, while maintaining the option of entertaining future offers for the combined company, at the right price; or    2. Vote for no deal. Cutrale / Safra has had the opportunity to propose a transaction that fairly reflects the future value of Chiquita, but has not put forward a compelling proposal. Chiquita will not engage at an inadequate price.  MAXIMIZE THE VALUE OF YOUR INVESTMENT IN CHIQUITA VOTE "FOR" THE PROPOSED TRANSACTION WITH FYFFES The Chiquita Board unanimously recommends that you vote your shares "FOR" the proposed transaction with Fyffes: by signing, dating and returning the Company's proxy card at your earliest convenience. The Chiquita Board also unanimously recommends that you vote your shares "FOR" the other proposals being presented by Chiquita, including the proposal on adjournment, so that your Board, acting in your interests, can determine the terms of any adjournment. In accordance with applicable rules, the designated proxies will use their discretionary authority to vote on any other matters properly presented at the meeting, based on the then applicable facts and circumstances. Internet and telephone voting options are also available and easy to follow instructions may be found in your proxy. Your vote is important.The method by which you vote does not limit your right to vote in person at the special meeting. We urge you not to return or sign any GOLD proxy card sent to you by Cutrale / Safra.  In addition to Alliance Advisors, LLC, whose contact information is contained in Chiquita's Proxy Statement, shareholders may also contact MacKenzie Partners Inc. with any questions or for assistance in submitting their proxy. Contact information for MacKenzie Partners is set forth below. ___________________________________ MacKenzie Partners, Inc. 105 Madison Avenue New York, NY 10016 (212) 929-5500 (call collect) Or TOLL-FREE (800) 322-2885 ___________________________________ On behalf of your Board of Directors, we thank you for your continued support. Sincerely, Edward F. Lonergan President and Chief Executive Officer