Cutrale-Safra Again Increases Offer For Chiquita To $14.50/shr In Cash

(RTTNews) - Cutrale-Safra announced that it has submitted to the Chiquita Board of Directors an updated definitive offer to acquire all of the outstanding stock of Chiquita Brands International, Inc. (CQB) for $14.50 per share in cash.

The $14.50 per share cash offer represents a compelling premium of approximately 14% compared to the closing price of Chiquita shares on October 22, 2014, a price that it believes substantially overstates the value of the Fyffes transaction as it is still very much incorporating support by the Cutrale-Safra offer. Based on the trading value of the stock, it is the belief of Cutrale-Safra that the effective premium to the Fyffes transaction is now around or in excess of 20%.

Cutrale-Safra said that it reaffirmed its interest in acquiring all of the outstanding shares of Chiquita and submitted the revised offer to increase the cash consideration offered in the Prior Offer Letters from $14.00 to $14.50 per Chiquita share.

The Cutrale-Safra revised definitive offer is fully financed and not subject to any due diligence condition. Cutrale-Safra said it expects to be able to close its revised offer promptly following entry into the merger agreement Cutrale-Safra has provided Chiquita.

Last week, Banana producer Chiquita Brands International Inc. rejected $14 per share offer from Brazilian companies Cutrale Group and Safra Group, saying that their sweetened offer is "inadequate and not in the best interests of Chiquita shareholders.

Chiquita Brands had said its board of directors unanimously recommended that at the special meeting scheduled for October 24, its shareholders vote to approve its proposed merger with Irish food company Fyffes Plc (FFY.L, FYFFF).

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.