Cutrale-Safra To Buy Chiquita In $1.3 Bln Deal

(RTTNews) - Cutrale Group and Safra Group Monday said they have entered into a definitive merger agreement to acquire the U.S. banana producer Chiquita Brands International Inc. (CQB) for $14.50 per share in cash or about $1.3 billion, including assumption of Chiquita's net debt.

Cutrale-Safra noted that the merger has been unanimously approved by the Chiquita board of directors. The deal is expected to close by the end of the year or early 2015.

Last Thursday, the Brazilian companies Cutrale and Safra has revealed a sweetened offer to buy the Charlotte, North Carolina-based firm for $14.50 a share, up fifty cents from the prior bid. Cutrale-Safra had said their new offer is fully financed and not subject to any due diligence condition.

The $14.50 per share consideration represents a premium of 33.8 percent to Chiquita's closing price on March 7, 2014, the last trading day prior to the announcement of Chiquita's transaction with Dublin, Ireland-based Fyffes Plc (FFY.L, FYFFF).

Agribusiness company Cutrale and asset manager Safra were trying to stave off a merger between Chiquita and Fyffes Plc.

Cutrale-Safra stated, "We are pleased to make this long-term investment in Chiquita, one of the leading fresh produce companies in the world. It has impressive brand loyalty and recognition through its Chiquita and Fresh Express brands, providing the company with a strong competitive edge in the growing worldwide demand for high-quality fresh fruits and salads."

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.

Following closing of the deal, Chiquita will become a wholly owned subsidiary of the Cutrale-Safra group, and remain incorporated in New Jersey.

The transaction is not subject to any financing conditions, the firms said.

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. But the merger deal was delayed after Cutrale-Safra offered to buy Chiquita for $13 per share in cash in August, which Chiquita rejected.

CQB is currently trading at $14.35, up 1.34 percent.