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Fyffes Says Its Merger With Chiquita Brands Superior To Cutrale-Safra Offer

October 16, 2014
Consumer Packaged Goods
(RTTNews) – Fyffes plc. said that the agreed merger between Chiquita Brands International Inc. (CQB: Quote) and Fyffes remains superior to recent unsolicited takeover offer for Chiquita from Cutrale-Safra.
 
As Chiquita illustrated in its most recent filing on 14 October, the implied present value of the ChiquitaFyffes deal is in a range of $15.46 – $20.01 per share, Fyffes said.
 
Fyffes also said that the combination provides for substantial upside for all shareholders who will benefit from the combined company’s equity growth prospects and $60 million in annualised synergies already identified and achievable by 2016.
 
“Comparatively, a deal with Cutrale-Safra undervalues the company’s potential and represents only a finite value, putting a hard cap to upside for Chiquita shareholders. The ChiquitaFyffes transaction has received all regulatory approvals and is positioned for an expeditious closing following shareholder approval,” said David McCann, Fyffes Chairman.
 
On Wednesday, Brazilian companies Cutrale Group and Safra Group said that they raised their offer to acquire banana producer Chiquita Brands International by about 8 percent to $14 per share in cash, as they try to scuttle Chiquita’s proposed merger with Irish food company Fyffes.
 
In March, Chiquita agreed to combine with Fyffes in a stock-for-stock deal that envisages the combined company to relocate to Ireland in order to benefit from lower corporate taxes.
 
However, that merger deal was delayed after agribusiness company Cutrale and asset manager Safra offered to buy Chiquita for $13 per share in cash in August, which Chiquita initially rejected as inadequate and not in the best interests of Chiquita shareholders.
 
In late September, Chiquita and Fyffes announced a revised agreement for their proposed combination. Under the revised deal, Chiquita shareholders are expected to own about 59.6 percent of the combined company, an increase from the 50.7 percent stake under the previous agreement. Fyffes shareholders are now expected to own about 40.4 percent of ChiquitaFyffes, on a fully diluted basis.
 
Chiquita and Fyffes said in early October that they have received clearance from the European Commission for their proposed merger deal. The regulatory clearance marks an important step toward the completion of their combination, which has been unanimously approved by the boards of directors of both companies.

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