Cutrale-Safra To Acquire Chiquita Brands For $14.50 Per Share In Cash

(RTTNews) - Chiquita Brands International Inc. (CQB) and the Cutrale-Safra group announced a definitive merger agreement, under which Cutrale-Safra will acquire all outstanding common shares of Chiquita for $14.50 per share in cash.

The transaction combines Chiquita, one of the leading fresh produce companies, with Cutrale Group, one of the world's most highly regarded agribusiness and juice companies, and the Safra Group, a leading global financial services firm with a strong track record of successful investments.

Chiquita said the $14.50 per share consideration to be received by its shareholders represents a 33.8% premium to Chiquita's closing price on March 7, 2014, the last trading day prior to the announcement of Chiquita's transaction with Fyffes plc. The transaction is valued at about $1.3 billion, including the assumption of Chiquita's net debt.

The merger agreement between Cutrale-Safra and Chiquita provides for Cutrale-Safra to commence a tender offer and following the closing of the tender offer to acquire all remaining shares through a merger. The transaction is not subject to any financing conditions, the company said.

The transaction is subject to the satisfaction of customary closing conditions and regulatory approvals and is expected to close by the end of the year or early 2015. Following the close of the transaction, Chiquita will become a wholly owned subsidiary of the Cutrale-Safra group, and remain incorporated in New Jersey.