Loading...
Loading...
Chiquita Brands
International, Inc.
CQB ("Chiquita") today announced that
Institutional Shareholder Services ("ISS"), a leading independent proxy
voting and corporate governance advisory firm, has changed its previous
recommendation and is advising its clients to vote "FOR" Chiquita's revised
merger agreement with Fyffes plc
("Fyffes") (the
"Combination"). ISS is now recommending that Chiquita shareholders vote
"FOR" the pending combination with Fyffes.
In its revised recommendation issued on October 20, 2014, ISS stated:
"After reviewing the value and relative certainty of the two competing
transactions, as well as the appropriateness of the target board's response
to the unsolicited bid, ISS has concluded that the $14.00 Cutrale/Safra
offer, while higher than Chiquita closing prices immediately prior to the
Cutrale/Safra's first bid, does not provide sufficient compensation to
Chiquita shareholders to warrant giving up on the potential upside of the
revised Fyffes transaction."* "While the Cutrale/Safra cash bid appears to
offer relative certainty of value, it does not appear to offer a sufficient
premium to the value of the ChiquitaFyffes combination, as indicated by
present value of 2016 EBITDA and free cash flow multiples. As the target
board's response to the unsolicited bid appears to have been
appropriate--leading, ultimately, to improvements in both offers prior to
the definitive shareholder vote--there does not appear to be any credible
evidence the Chiquita board has not been acting in shareholders' best
interest."* "Accordingly, Chiquita shareholders should vote FOR the Fyffes
transaction and AGAINST Cutrale/Safra's proposal to give Cutrale/Safra
unilateral ability to further adjourn the Chiquita shareholder meeting."*
In response to ISS' positive recommendation, Edward F. Lonergan, President
and Chief Executive Officer of Chiquita commented:
"We are pleased that ISS recognizes the increased value provided to Chiquita
shareholders under our revised transaction with Fyffes, including an
improved exchange ratio and increased synergies estimates. The Chiquita
Board continues to strongly believe in the strategic merits and value
provided by the revised ChiquitaFyffes transaction, which it believes will
create a combined company that is better positioned to succeed in a highly
competitive marketplace, while driving strong performance and value for
shareholders. We look forward to completing the transaction expeditiously
and urge shareholders to follow ISS' recommendation by voting "FOR" the
proposed combination with Fyffes."
Combination with Fyffes Garners Industry Research Analyst Support
In addition to ISS' support, a leading industry research analyst has
recently provided favorable commentary on Chiquita's proposed combination
with Fyffes and the value the combination will deliver to Chiquita
shareholders:
"In the current environment, we understand some investors questioning the
decision to forego a certain $14 value, but one must remember that this
market will indeed turn better, and we believe that true shareholders would
prefer a tie-up with Fyffes - along with the inherent value creation
potential that it brings - instead of a stubbornly low bid from a Brazilian
orange concentrate producer, whose real goal in our view is to steal an
asset away in order to diversify its portfolio. Consider the lengths that
Fyffes has been willing to go in order to merge with Chiquita vs. the
actions of Cutrale/Safra, to date; it seems clear to us who sees value
creation potential for the long haul vs. who is looking for a quick
(economical) fix. We applaud CQB management and its Board for aiming to
protect shareholder interests, even if some don't fully yet realize such."*
- Brett M. Hundley, BB&T Capital Markets (October 17, 2014)
As previously announced on September 26, 2014, the Board of Directors of
Chiquita and Fyffes unanimously approved a revised agreement for the
proposed combination of Chiquita and Fyffes. Under the terms of the amended
agreement, Fyffes shareholders will receive 0.1113 ChiquitaFyffes shares for
each Fyffes share they hold and Chiquita shareholders will receive one
ChiquitaFyffes share for each Chiquita share that they hold upon completion
of the Combination.
A Special Meeting of Chiquita shareholders to approve the definitive
transaction agreement between Chiquita and Fyffes, as revised on September
25, 2014, is scheduled for October 24, 2014 at 9:00 a.m. ET.
CHIQUITA'S BOARD URGES SHAREHOLDERS TO VOTE "FOR" THE PROPOSED TRANSACTION
WITH FYFFES
Whether or not shareholders plan to attend the Special Meeting, the Board
urges all shareholders to vote "FOR" the transaction and the other Chiquita
proposals by signing, dating and returning the WHITE proxy card at each
shareholder's earliest convenience. Internet and telephone voting options
are also available and easy to follow instructions may be found in the
proxy. Shareholders can also vote for the ChiquitaFyffes transaction on the
gold proxy card by marking the appropriate "FOR" boxes (proposals 1-5;
Cutrale / Safra previously withdrew its proposal 6). The method by which
shareholders vote does not limit shareholders right to vote in person at the
special meeting. Shareholders with any questions or for assistance in
submitting their proxy should contact Mackenzie Partners, toll-free at (800)
322-2885 or Alliance Advisors, LLC, toll-free at (855) 976-3330.
* Permission to use quotations from the ISS report and BB&T Capital Markets
report was neither sought nor obtained.
About Chiquita Brands International, Inc.
Chiquita Brands
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 and other
fruits to healthy snacking products. The company markets its healthy, fresh
products under the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks. With annual revenues of more than $3 billion, Chiquita
employs approximately 20,000 people and has operations in nearly 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 proposed
combination of Chiquita and 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
Regarding the transaction 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 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,
Loading...
Loading...
© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Posted In: NewsPress Releases
Benzinga simplifies the market for smarter investing
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
Join Now: Free!
Already a member?Sign in