Cutrale-Safra: Fyffes Presentation Desperate Attempt To Salvage Chiquita Deal

(RTTNews) - Cutrale-Safra said an investor presentation filed on Wednesday with the Securities and Exchange Commission by Fyffes Plc (FFY.L, FYFFF) is nothing more than a desperate attempt by Fyffes to salvage its proposed transaction with Chiquita Brands International (CQB), which the investment marketplace has valued at a little more than 10 dollars.

Cutrale-Safra said it is no wonder that Fyffes is desperate to salvage this transaction, given the transaction provides Fyffes with management control of the proposed combined ChiquitaFyffes, and a 67 percent premium to Fyffes shareholders, based on the Fyffes DCF projections in the ChiquitaFyffes Form S4.

Fyffes now predicates the purported merits of its transaction on a highly dubious and misleading, undiscounted "illustrative price," a speculative future value it has concocted, it noted.

"It bases that "illustrative price" on a combination of "illustrative earnings," "targeted salad earnings," and "illustrative organic growth," at a rate which is well above the historical growth rate, and then multiplies that number by trading multiples that are substantially in excess of the figures used by Chiquita and Fyffes' own financial advisors,'' Cutrale-Safra added.

Further, none of the "illustrative" numbers are consistent with the projections in the ChiquitaFyffes Form S-4.

Fyffes' forecast, and the transactional alchemy underpinning it, is just an attempt to convince Chiquita shareholders to believe in the unfounded merits of a Fyffes combination, Cutrale-Safra said.

The only thing Fyffes' investor presentation does illustrate is Fyffes' desperation to salvage the proposed Chiquita-Fyffes transaction, it added.

Further, it said unlike Fyffes' "illustrative" representation, the Cutrale-Safra proposal represents an 11.8 times multiple of Chiquita's reported adjusted EBITDA for the last 12 months ended June 30, the highest comparable transaction multiple for an acquisition of this scale in the fresh produce sector.

It does not subject Chiquita shareholders to the risks inherent in the Chiquita-Fyffes transaction, and offers certain cash value and faces no meaningful regulatory hurdles.

Cutrale-Safra reiterated that it would continue to use its best efforts to complete its due diligence currently underway, and present its definitive offer as expeditiously as possible for Chiquita's consideration.