Chiquita Brands And Fyffes Revise Merger Terms

(RTTNews) - Chiquita Brands International Inc. (CQB) and Fyffes Plc. (FFY.L) announced that their boards approved a revised agreement for the proposed combination of Chiquita and Fyffes.

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 approximately 59.6% of ChiquitaFyffes, an increase from 50.7% under the previous agreement, and Fyffes shareholders are now expected to own approximately 40.4% of ChiquitaFyffes, on a fully diluted basis.

The companies have also agreed to increase the termination fee payable to Fyffes from 1% to a more customary 3.5% of the total value of the issued share capital of Chiquita should the Combination be terminated under certain specified circumstances as detailed in the amended agreement.

In addition, as per the revised agreement, Fyffes will also have the right to terminate the Transaction Agreement if Chiquita shareholder approval is not obtained on or prior to October 24, 2014. In such event, Fyffes may be entitled to a termination fee if Chiquita enters into another transaction within nine months.

Chiquita's Board has, subject to the existing terms of its agreement with Fyffes, reaffirmed its recommendation that Chiquita shareholders vote for the Fyffes transaction and the other related resolutions.

Fyffes's board unanimously recommended to Fyffes shareholders that they vote in favor of the revised Scheme at the Court Meeting and the resolutions proposed at the EGM.

Fyffes shareholders holding shares representing an aggregate of 25.6% of Fyffes outstanding share capital have also reaffirmed their commitments to vote in favor of the Combination.

Meanwhile, the upcoming Special Meeting of Chiquita shareholders, presently scheduled for October 3, 2014, will be adjourned until October 24, 2014. In addition, Fyffes proposes to seek adjournments of the Court Meeting and EGM convened for October 3, 2014 and, subject to any direction of the Irish High Court, to reconvene such meetings on October 28, 2014.

As previously indicated on March 10, 2014, Chiquita and Fyffes entered into a definitive agreement under which Chiquita will combine with Fyffes, in a stock-for-stock transaction. On August 27, 2014, the companies announced updated anticipated annualized pre-tax cost synergies for the Combination and now expect to achieve a total of at least $60 million in annualized pre-tax cost synergies by the end of 2016.

On September 8, 2014, Chiquita announced that Fyffes had granted Chiquita a waiver that permits Chiquita to engage in discussions with the Cutrale Group and the Safra Group.

Subsequently, on September 10, 2014, Chiquita announced a confidentiality agreement with Cutrale / Safra allowing the group to complete its due diligence and present a definitive offer for Chiquita's consideration. Chiquita and Cutrale / Safra remain engaged in discussions and should a revised proposal be received, Chiquita will update shareholders accordingly.