Chiquita, Fyffes Revise Conditions To Reflect Mandatory Jurisdiction Of EC

(RTTNews) - Chiquita Brands International, Inc. (CQB) Tuesday said there has been a revision of certain conditions to the proposed stock-for-stock merger of Chiquita and Fyffes plc (FFY.L). Now the companies have amended the conditions to reflect that European Commission will have mandatory jurisdiction to examine the combination.

The original conditions said the merger would not meet the mandatory notification thresholds under the EC Merger Regulation. As a result, the European commission would have jurisdiction to examine the merger only if the EU Member States with jurisdiction to review the transaction did not object, or the EC accepted a request from one or more EU Member States to review the transaction.

Now upon looking at additional information, including data provided by third parties, Chiquita and Fyffes have revised the conditions to reflect mandatory jurisdiction of EC.

On March 10, Chiquita had agreed to combine with Fyffes in a stock-for-stock transaction with Chiquita shareholders owning around 50.7 percent of ChiquitaFyffes Ltd., a company formed solely for the purpose of implementing the merger, and Fyffes shareholders owning about 49.3 percent of ChiquitaFyffes.

Chiquita is an American producer and distributor of bananas and other produce. Fyffes is an Irish importer and distributor of fruit and tropical produce.

Chiquita and Fyffes also intend to file Form S-4 with the U.S. Securities and Exchange Commission in connection with the proposed merger. Following the close of the merger, Fyffes will become a wholly-owned unit of ChiquitaFyffes.