Chiquita-Fyffes Merger Get EU Clearance

(RTTNews) - Chiquita Brands International, Inc. (CQB) and Fyffes plc (FFY.L) said Friday 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 the combination, which has been unanimously approved by the Boards of Directors of both companies.

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.

Late last month, Chiquita and Fyffes announced a revised agreement for their proposed combination. As per the terms of the amended agreement, Fyffes shareholders will now 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. 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.

The proposed combination has now received all necessary regulatory approvals. The combination remains subject to approval by Fyffes and Chiquita shareholders, respectively, and by the High Court of Ireland.

The Special Meeting of Chiquita Shareholders that had been scheduled for October 3, 2014, to consider the combination, has been adjourned to October 24.