Chiquita Brands Confirms Receipt Of Revised Offer From Cutrale And Safra

(RTTNews) - Chiquita Brands International Inc. (CQB) confirmed that it has received an offer from entities affiliated with the Cutrale Group and the Safra Group to acquire all of the outstanding common stock of Chiquita at a price of $14.00 per share in cash.

Chiquita said that its 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.

Earlier today, Cutrale-Safra announced its definitive offer to acquire all the outstanding stock of Chiquita Brands International Inc. for $14 per share in cash.

According to Cutrale-Safra, Unlike the proposed combination with Fyffes, the superior Cutrale-Safra offer provides Chiquita shareholders complete certainty with respect to the value of their Chiquita investment. This offer represents a highly attractive premium of approximately 40% to the market's valuation of the original proposed transaction with Fyffes based on Chiquita's undisturbed closing share price of $10.06 as of August 8, 2014 and an approximately 19% premium to the adjusted stock price of $11.80, based upon the revised Fyffes transaction.

Cutrale-Safra expects to be able to close its offer promptly following entry into the merger agreement.

On 3rd October, Chiquita Brands and Fyffes plc (FFY.L) said that they have received clearance from the European Commission for their proposed merger deal.

In March, Chiquita Brands and Fyffes entered into definitive agreement under which Chiquita would combine with Fyffes, in a stock-for-stock deal that was expected to result in Chiquita shareholders owning about 50.7% of the combined company, and Fyffes shareholders owning about 49.3% of combined, on a fully diluted basis.

The merger was delayed after Brazilian firms Cutrale Group and Safra Group offered to buy Chiquita for $13.00 per share in cash in August, which Chiquita initially rejected as inadequate and not in the best interests of Chiquita shareholders.

In September, Chiquita and Fyffes announced a revised agreement for their proposed combination. As per the terms of the amended agreement, Fyffes shareholders wouls now receive 0.1113 ChiquitaFyffes shares for each Fyffes share they hold and Chiquita shareholders would receive one ChiquitaFyffes share for each Chiquita share that they hold upon completion of the combination. At that time, Chiquita shareholders are expected to own about 59.6% of ChiquitaFyffes, an increase from 50.7% under the previous agreement, and Fyffes shareholders are now expected to own about 40.4% of ChiquitaFyffes, on a fully diluted basis.