Fyffes Share Discussion Threads

[battlebus2] 26/9/2014 09:10

LONDON—Banana firms Chiquita Brands International Inc. CQB -0.21% and Fyffes FFY.DB +3.74% PLC on Friday agreed terms of a new merger deal that will give Chiquita a greater share of the combined company, amid takeover interest from a rival bidder.

Based on their closing prices Thursday, the combined group—to be called ChiquitaFyffes—;would be worth about $1.06 billion.

Under the new offer, Fyffes shareholders will receive 0.1113 ChiquitaFyffes shares for each Fyffes share they hold, and Chiquita shareholders will receive one ChiquitaFyffes share for each Chiquita share.

Chiquita shareholders will own 59.6% of ChiquitaFyffes, an increase from 50.7% under the previous agreement, and Fyffes shareholders will own 40.4%.

Chiquita agreed in March to buy Fyffes for more than $500 million in an all-stock deal to create the world's largest banana company. The deal, a so-called tax inversion that would allow the combined company to reincorporate in Ireland, required approval from Chiquita shareholders.

Under the original deal, Fyffes shareholders would have received 0.1567 ChiquitaFyffes shares for each Fyffes share, and Chiquita shareholders would have got one ChiquitaFyffes share for each Chiquita share held.

The deal was thrown into uncertainty last week when Chiquita delayed its shareholder vote on the deal to open the door for an acquisition offer from Cutrale Group and Safra Group.

The Brazilian orange-juice producer and investment firm offered to buy Chiquita for about $611 million in August, which Chiquita initially rejected as too low.

After an influential shareholder adviser pushed Chiquita to negotiate with Cutrale-Safra, the Charlotte, N.C., banana grower invited Cutrale-Safra to complete due diligence and make their best offer by the new shareholder meeting on Oct. 3.

The European Commission is also expected to make a decision on the Fyffes deal by Oct. 3, the company said Tuesday.

[battlebus2] 26/9/2014 08:12

I think the deal is more likely to go through now although we get 0.0454 a share less of the combines co.

[battlebus2] 26/9/2014 07:17

REVISED DEAL...

Chiquita Brands International,
Chiquita and Fyffes Announce Revised Transactio...
Chiquita Shareholders' Ownership of Combined Company Increases from 50.7% to 59.6%
Intend to Adjourn Shareholder Meetings to Later Part of October
Chiquita Board Reaffirms Recommendation that its Shareholders Vote for Fyffes Transaction
Transaction Offers High Completion Certainty and Expedited Timetable
CHARLOTTE, N.C. and DUBLIN, Ireland, Sept. 26, 2014 (GLOBE NEWSWIRE) -- Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita") and Fyffes plc (ESM: FFY ID: AIM: FFY LN) ("Fyffes") today announced that the Boards of Directors of both companies have unanimously approved a revised agreement for the proposed combination of Chiquita and Fyffes (the "Combination").
Under 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, under 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.
"We are pleased with the increased value that these enhanced terms for Chiquita bring to our shareholders," said Ed Lonergan, Chiquita's Chief Executive Officer. "The Fyffes transaction is a natural strategic partnership that brings together two complementary companies to create a combined company that is better positioned to succeed in a highly competitive marketplace, while driving strong performance and value for shareholders as well as immediate benefits for customers and consumers worldwide."
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.
"The combination of Chiquita and Fyffes is strategic and compelling, creating the #1 banana company globally, with synergies that can only be achieved by these companies coming together," said David McCann, Fyffes Executive Chairman. "This revised binding agreement, along with the additional synergies recently announced, reinforces our conviction that the Combination is the value-maximizing opportunity for both companies' shareholders."
Having taken into account the relevant factors and applicable risks, the Fyffes Board of Directors, which has been so advised by Lazard & Co., Limited ("Lazard") for the purposes of Rule 3 of the Irish Takeover Rules, unanimously considers the revised terms of the Combination to be fair and reasonable. Consequently, the Fyffes Board of Directors unanimously recommends to Fyffes shareholders that they vote in favor of the revised Scheme (assuming that the Irish High Court approves the revision to the Scheme) at the Court Meeting and the resolutions proposed at the EGM. In providing its advice, Lazard has taken into account the commercial assessments of Fyffes Board of Directors. 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.
In all other respects, and except as further described in this press release, the Combination and the Scheme will be subject to the Conditions and on the same terms as set out in the proxy statement/prospectus/scheme circular dated August 6, 2014 as mailed by Chiquita and Fyffes to their respective shareholders.
In order to ensure that Chiquita and Fyffes shareholders have the necessary information to make a fully informed decision, 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. In light of the amendment, Chiquita and Fyffes will be mailing additional materials regarding the Combination to their respective shareholders in the near future. These materials will include materials prepared in compliance with Rules 2.5, 24, 25 and 27 of the Irish Takeover Panel Rules. An application will also be made to the Irish High Court in order to seek its approval to amend the terms of Scheme for the purpose of incorporating the revised exchange ratio in the Scheme.
The Scheme remains subject to approval by Fyffes shareholders, and the sanction of the High Court of Ireland and the merger remains subject to approval by Chiquita shareholders. The transaction is also subject to the satisfaction of customary closing conditions and regulatory approvals, including merger clearance in Europe. As disclosed on September 16, 2014, Chiquita and Fyffes are in discussions with the European Commission regarding possible limited commitments with a view to obtaining clearance of their previously-announced merger transaction by the Commission in its initial Phase I review period. While there can be no assurances, Chiquita and Fyffes remain of the view that there is a good prospect that their proposed transaction can be cleared by the European Commission during its Phase I review to be completed by October 3, 2014.
As previously announced 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 2016.1
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 ("Cutrale / Safra"). 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. There can be no assurances that a definitive offer will be forthcoming nor as to the timing of any such offer.

[leebong] 25/9/2014 13:39

Cutrale/ Safra Groups are leaving it a bit late to make a final offer for Chiquita and if they do the offer will be well below the projected value which Fyffes cited a week ago of $21 USD+. That share price is actually underpinned by the 200 million Senior Notes valued at $23:50 USD with a maturity date of Q1/16; suggesting that $21 USD/ share is achievable.

The coming days till Friday next week will determine if the deal will succeed; right now it looks much more promising since the EU will approve the merger. The SEC will just rubber stamp the merger if the shareholders pass the motion on OCT 3rd.

[battlebus2] 25/9/2014 13:16

Very good news, time to add :))

[leebong] 19/9/2014 17:17

I am hoping that a company like Tyson Foods Inc to step in and buy up the merged combination. That really would be the dream ticket for the merger.

As of Sep 19, 2014, the consensus forecast amongst 2 polled investment analysts covering Fyffes plc advises that the company will outperform the market

[leebong] 19/9/2014 09:30

Fyffes’s chief in US to petition over merger

McCann in talks to persuade Chiquita to stick with $1bn merger plan with Irish firm.

David McCann, the executive chairman of the banana distributor Fyffes, travelled to the US this week to appeal directly to major Chiquita shareholders to stick with its proposed $1 billion merger with his company, in the face of pressure to switch to a rival all-cash bid from two Brazillian billionaires.

Mr McCann in recent days met with several large institutional shareholders of Chiquita, in an effort to convince them that the merger would be a better long-term bet for the US company than the rival cash bid from companies associated with Joseph Safra and José Luis Cutrale.

Fyffes declined to comment when asked about Mr McCann’s trip to the US or to identify the shareholder groups with whom he met.

Chiquita, whose shareholders must choose next month between the merger to create ChiquitaFyffes and a $13-a-share bid from the Cutrale-Safra groups, is co-owned by some of the biggest institutional investors on Wall Street.

According to regulatory filings, Chiquita’s biggest shareholders include Dimensional Fund Advisors, which own 8.5 per cent of its stock; Vanguard Group, which owns 5.7 per cent; and JP Morgan Chase, which owns 5.4 per cent.
Other big shareholders likely to be on Mr McCann’s list for lobbying include Blackrock with 3.55 per cent and Point72 Asset Management with 4.3 per cent.

Chiquita’s top 10 instiutional shareholders together control almost 46 per cent of its stock. If Mr McCann’s lobbying efforts with those groups were to bear fruit, the merger, which is still supported by Chiquita’s board, would likely still go ahead and the Brazillian bid would be rejected.

Fyffes this week released to the stock exchange in New York, where ChiquitaFyffes would be listed, a presentation reiterating the merits of the merger, which it cast as a choice between $13 a share cash immediately, or, with the merger, “illustrative value in excess of $21 a share in 2016”.
Chiquita and Fyffes have promised that the merged entity, which would be run by Mr McCann and headquartered in Dublin, would squeeze out savings of $60 million annually by that time.

Cutrale-Safra released a strongly worded statement last night dismissing Fyffes presentation.

“[It] is nothing more than a desperate attempt... to salvage [the proposed merger],” the statement read. “It is no wonder that Fyffes is desperate to salvage this transaction, given it provides Fyffes management control of [ChiquitaFyffes].”

The Brazillians say the proposed savings and rationale for the merger are “highly dubious” and “misleading” and “underpinned by financial alchemy”.
Following weeks of pressure from Cutrale-Safra after their cash bid was initially rejected by Chiquita’s board, the US company has allowed them access to its books to complete due diligence and present a final offer.

[leebong] 19/9/2014 09:13

battlebus me too...topped-up yesterday. The deal is still moving ahead; if it is successful the share price should soar and if it is not a success then the stock will still grow at a rate of about 23%. So either way I am not too bothered but would like to see closure on this deal either way and that will happen on Oct 3rd or before if Cutrale make a very high offer for Chiquita. If they do Cutrale will effectively be buying CQB's debt of about $600 million USD. And that does not make a lot of sense. So on with the Fyffes takeover.

[battlebus2] 18/9/2014 21:57

I know which deal I would prefer but some want the instant cash and wouldn't be prepared to wait. The cultral deal will never make $21 imv. Been adding to these while they are cheap and are now one of my top holdings.

[leebong] 18/9/2014 12:27

Yesterday, Fyffes published a 23-slide investor presentation to highlight the merits of its proposed $526 million all-stock deal with Chiquita. According to Fyffes, the “choice” for Chiquita shareholders is to either sell now for $13 a share or vote for a merger with an “illustrative value in excess of $21 per share in 2016”.

[leebong] 17/9/2014 20:59

RNS Number : 9673R

Fyffes PLC

17 September 2014

Fyffes plc

Stock Exchange Announcement

Fyffes Files Investor Presentation Further Outlining Strategic Rationale for Proposed Combination with Chiquita Brands International

-- Outlines value-maximising opportunity for Chiquita shareholders
-- Details Fyffes strong track record of sales and earnings growth as well as the company's consistent outperformance of guidance

-- Outlines how proposed combination, led by experienced management team, will create the leading global produce company across key categories, paving the way for a new area of global growth

Dublin, Ireland, 17 September 2014 - Fyffes plc (ESM: FFY ID: AIM: FFY LN) ("Fyffes") today announced that it is filing with the US Securities and Exchange Commission ("SEC") an investor presentation in which Fyffes provides further detail on the strategic rationale for a proposed combination with Chiquita Brands International, Inc. (NYSE: CQB). The presentation is available on the investor relations section of the Fyffes website: www.fyffes.com. Salient elements of the presentation include:

The proposed ChiquitaFyffes Limited ("ChiquitaFyffes") offers a value-maximising opportunity for Chiquita shareholders.

Illustrative share price analysis demonstrates that the merger is a compelling choice for shareholders compared with the non-binding, unsolicited offer from the Cutrale Group and the Safra Group to sell now for $13.00. While the Cutrale / Safra offer has a full anti-trust process ahead, Fyffes is of the view that there is a good prospect that the ChiquitaFyffes transaction can be cleared by the European Commission during its Phase I review which ends on 3 October 2014.

Fyffes has a strong track record of growth and consistent outperformance of earnings guidance. Historically, Fyffes share price has consistently outperformed the market and the company has generated free cash flow, while Chiquita has not. Fyffes management expects the combined company to deliver strong share price performance and generate free cash flow. Fyffes has consistently delivered shareholder returns and superior performance, growing revenue by 7.3% CAGR since the 2006 demerger. In the first half of 2014 alone, Fyffes increased its target Adjusted EBITA for the full year 2014 to the range EUR38m-EUR42m, compared to EUR32.7m in 2013.

The proposed ChiquitaFyffes combines two complementary companies with long histories and great reputations to create the leading global produce company.

ChiquitaFyffes will be the number one banana company globally, with positions as the number one in US imported melons, number three in pineapples globally, and the US market leader in packaged salads. The combination creates a total $60m in annualized cost synergies targeted by the end of 2016, up from the earlier estimate of $40m. Additional value creation opportunities identified by Fyffes and Chiquita management include gulf shipping rotation efficiencies and recent outperformance of the Fyffes business.

[leebong] 17/9/2014 20:54

Chiquita Tilting Towards Fyffes Again

(extract from article)

According to an antitrust lawyer, concessions typically offered to regulators usually include divestiture of overlapping segments of the combined entity, possible deals with local suppliers, and sale of import licenses. He further elaborated that the EU commission could either accept the concessions and give the phase 1 approval, demand more concessions, or initiate an in-depth investigation which might take up to five months.

[leebong] 17/9/2014 14:28

RNS Number : 9423R

Fyffes PLC

17 September 2014

Fyffes plc

Stock Exchange Announcement

FYFFES ADJOURNS SHAREHOLDER MEETINGS

TO 3 OCTOBER 2014

Fyffes and Chiquita continue to recommend the Combination

Dublin, Ireland, 17 September 2014 - Fyffes plc (ESM: FFY ID: AIM: FFY LN) ("Fyffes") wishes to announce that at its Court Meeting and EGM held this morning its shareholders approved the adjournment of both meetings to 3 October 2014. The adjourned meetings will be reconvened on 3 October 2014 at 4.00pm, in the case of the Court Meeting, and at 4.30pm, or if later, as soon as possible after the conclusion or adjournment of the Court Meeting, in the case of the EGM at the Ballsbridge Hotel, Pembroke Road, Ballsbridge, Dublin 4.

[leebong] 17/9/2014 11:27

Here are some reasons why the merger will benefit Chiquita, debt and EPS are the operative terms.

Separately, TheStreet Ratings team rates CHIQUITA BRANDS INTL INC as a Hold with a ratings score of C. TheStreet Ratings Team has this to say about their recommendation:

"We rate CHIQUITA BRANDS INTL INC (CQB) a HOLD. The primary factors that have impacted our rating are mixed some indicating strength, some showing weaknesses, with little evidence to justify the expectation of either a positive or negative performance for this stock relative to most other stocks. The company's strengths can be seen in multiple areas, such as its revenue growth, increase in stock price during the past year and notable return on equity. However, as a counter to these strengths, we also find weaknesses including unimpressive growth in net income, generally higher debt management risk and poor profit margins."

Highlights from the analysis by TheStreet Ratings Team goes as follows:

Despite its growing revenue, the company underperformed as compared with the industry average of 3.2%. Since the same quarter one year prior, revenues slightly increased by 1.7%. This growth in revenue does not appear to have trickled down to the company's bottom line, displayed by a decline in earnings per share.

CHIQUITA BRANDS INTL INC's earnings per share declined by 43.9% in the most recent quarter compared to the same quarter a year ago.

This company has reported somewhat volatile earnings recently. But, we feel it is poised for EPS growth in the coming year. During the past fiscal year, CHIQUITA BRANDS INTL INC continued to lose money by earning -$0.34 versus -$8.71 in the prior year. This year, the market expects an improvement in earnings (-$0.15 versus -$0.34).

The company, on the basis of change in net income from the same quarter one year ago, has significantly underperformed when compared to that of the S&P 500 and the Food Products industry. The net income has significantly decreased by 42.6% when compared to the same quarter one year ago, falling from $31.10 million to $17.84 million.

Currently the debt-to-equity ratio of 1.69 is quite high overall and when compared to the industry average, suggesting that the current management of debt levels should be re-evaluated. Along with the unfavorable debt-to-equity ratio, CQB maintains a poor quick ratio of 0.91, which illustrates the inability to avoid short-term cash problems.

You can view the full analysis from the report here: CQB Ratings Report

[leebong] 16/9/2014 17:28

Zacks recommended to buy CQB just a few weeks ago and after todays news flow about the EU Commission now have a sell recommendation on Chiquita.

[battlebus2] 16/9/2014 15:16

Yep it's going to be protracted either way but i still believe we have a good chance the deal will go through.

[leebong] 16/9/2014 15:12

battlebus: If the Cutrale/ Safra final bid is rejected by the CQB board then the merger stands a good chance of success on Oct 3rd. But how many phases are there to the EU Mergers Commission takeover rules?. Probably three. Found all the answers shown below from the EU website....it looks like both the firms will qualify!.

When does the European Commission approve mergers conditionally?
However, not all mergers which significantly impede competition are prohibited. Even if the European Commission finds that a proposed merger could distort competition, the parties may commit to taking action to try to correct this likely effect. They may commit, for example, to sell part of the combined business or to license technology to another market player. If the European Commission is satisfied that the commitments would maintain or restore competition in the market, thereby protecting consumer interests, it gives conditional clearance for the merger to go ahead. It then monitors whether the merging companies fulfil their commitments and may intervene if they do not.

Phase I investigation
After notification, the Commission has 25 working days to analyse the deal during the phase I investigation. More than 90% of all cases are resolved in Phase I, generally without remedies.

A phase I review may involve the following:

Requests for information from the merging companies or third parties;
Questionnaires to competitors or customers seeking their views on the merger, as well as other contacts with market participants, aimed at clarifying the conditions for competition in a given market or the role of the merged companies in that market.
The Commission keeps the merging companies informed about the progress if its analysis. Towards the end of phase I, a "state-of-play meeting" is typically held, where the Commission informs them about the results of the phase I investigation. If there are competition concerns, companies can offer remedies, which extends the phase I deadline by 10 working days.

There are two main conclusions of a phase I investigation:

The merger is cleared, either unconditionally or subject to accepted remedies; or
The merger still raises competition concerns and the Commission opens a phase II investigation.
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Remedies
If the Commission has concerns that the merger may significantly affect competition, the merging companies may offer remedies ("commitments"), i.e. propose certain modifications to the project that would guarantee continued competition on the market. Companies may offer remedies in phase I or in phase II.

The Commission analyses whether the proposed remedies are viable, and sufficient to eliminate competition concerns. It also takes into account the views of market participants in a market test. If remedies are accepted, they become binding upon the companies. An independent trustee is then appointed to oversee compliance with these commitments.

For example, the Commission's approval of EMI's recorded music business by Universal Music Group in 2012 was conditional upon the divestment of EMI's Parlophone label and numerous other music assets. The proposed merger would bring together two of the four so-called global "major" record companies and likely have enabled Universal to impose higher prices for digital music. The divestment ensures that an independent company can continue to compete.

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Phase II investigation
Phase II is an in-depth analysis of the merger's effects on competition and requires more time. It is opened when the case cannot be resolved in Phase I, i.e. when the Commission has concerns that the transaction could restrict competition in the internal market. A phase II investigation typically involves more extensive information gathering, including companies' internal documents, extensive economic data, more detailed questionnaires to market participants, and/or site visits.

In phase II the Commission also analyses claimed efficiencies which the companies could achieve when merged together. If the positive effects of such efficiencies for consumers would outweigh the mergers' negative effects, the merger can be cleared. In order to be taken into account, efficiencies must fulfil strict conditions and it is for the merging companies to prove that they are met. First, the claimed efficiencies must be verifiable (such as that the Commission can be reasonably certain that they will materialise and be substantial enough). Second, the efficiencies must be merger specific (i.e. they cannot be achieved by other means than by a merger). Third, the efficiencies must be likely passed-on to consumers, and not only recapped by the merging companies alone.

The Commission updates the companies regularly about the process. If, after such a market investigation, the Commission concludes that the planned merger will likely impede competition, it sends a statement of objections (SO) to the notifying parties, informing them of the Commission's preliminary conclusions. Parties then have the right to respond to the SO in writing within a certain period. They have the right to consult the Commission's case file and to request an oral hearing which is conducted independently by the competition Hearing Officer.

Timing
From the opening of a Phase II investigation, the Commission has 90 working days to make a final decision on the compatibility of the planned transaction with the EU Merger Regulation. This can be extended by an additional 15 working days if the notifying parties offer commitments later in phase II (i.e. after the 55th working day of the case). Further extensions of up to 20 working days can be granted on request by, or with the agreement of, the notifying parties. If the notifying parties do not provide an important piece of information which the Commission has requested from them, the clock can be stopped until such missing information is supplied.

The Commission strives to align the timing of the investigations with other authorities worldwide whenever possible. It is cooperating actively with other agencies such as the US Federal Trade Commission and US Department of Justice.

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The final decision
Following the phase II investigation, the Commission may either:

Unconditionally clear the merger; or
Approve the merger subject to remedies; or
Prohibit the merger if no adequate remedies to the competition concerns have been proposed by the merging parties.
All final decisions - in both phase I and phase II - are published on the competition website, after references to the companies' confidential business information has been removed.

Judicial review
All decisions and procedural conduct of the Commission are subject to review by the General Court and ultimately by the Court of Justice. The companies or other parties demonstrating an interest can appeal within 2 months of the decision. This guarantees an independent judicial oversight and ensures that all rights of defence available to the companies are fully respected.

Consulting case-related information
The status of merger notifications, deadlines and published documents (such as decisions or press releases) can be consulted for all notified mergers on the competition website. Each merger case has a page indicating the provisional deadline of the investigation (depending on the stage of the procedure) and containing links to all documents made public by the Commission. The information is being updated on a daily basis. You can also consult our latest updates on all cases within the last 3 months. Decisions only become public once they have been cleared of confidential information (in particular business secrets). This process sometimes takes several months.

[leebong] 16/9/2014 14:07

RNS Number : 8109R

Fyffes PLC

16 September 2014

Stock Exchange Announcement

Fyffes and Chiquita working to obtain Phase I Clearance

from the European Commission by 3 October 2014

Dublin, Ireland, 16 September 2014 - Fyffes and Chiquita confirm that they are in discussions with the European Commission regarding possible limited commitments with a view to obtaining clearance of their previously-announced merger transaction by the Commission in its initial Phase I review period. The proposed commitments, if adopted, are not expected to have a material impact upon the commercial rationale for the transaction.

As a result of this development, the European Commission's Phase 1 review timetable is automatically extended by 10 working days to 3 October 2014. While there can be no assurances, Fyffes and Chiquita remain of the view that there is a good prospect that their proposed transaction can be cleared by the European Commission during its Phase I review.

[leebong] 15/9/2014 19:20

This Friday will show if the EU commission for Mergers and Takeovers will allow the merger of Fyffes and Chiquita. That may be a trigger point for the deal either succeeding or failing. And it will be the point at which Cutrale/ Safra are expected to make a final bid for the business. The scaling of the bid might be in the range of $14-$17USD/ Share for Chiquita. But that price range does not make sense because of the level of Chiquita residual debt running at $600 Million USD.

It is widely expected that a future share price for the combination will exceed $23:50 USD by Q1/ 15 results. Fyffes is a well organised business that should not be under-estimated; THE FT reckon that the share price should reach 1.40 Euro without the merger. Having a current growth of 23%.

Perhaps it is high time for Fyffes to display it's credentials and look for another partner and to let Chiquita sink with Cutrale/ Safra; perhaps those peole do not realise what they are getting into. For Fyffes merging with Chiquita it represents a rescue mission baited with the possibility of huge bussines.

Fyffes think again.

CHARLOTTE, N.C., Sept. 10, 2014 (GLOBE NEWSWIRE) -- Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita") today announced that it has signed a confidentiality agreement with the Cutrale Group and the Safra Group ("Cutrale / Safra"). The confidentiality agreement with Cutrale / Safra is similar to the one Fyffes plc (ESM: FFY ID: AIM: FFY LN) ("Fyffes") signed, other than as permitted under the terms of Chiquita's existing transaction agreement with Fyffes.

Chiquita has agreed to allow Cutrale / Safra to conduct due diligence, including access to a data room and its management team. Cutrale / Safra has indicated that it will use its best efforts to complete its due diligence and present its definitive offer as expeditiously as possible for Chiquita's consideration. As previously announced, Chiquita has postponed its Special Meeting of Shareholders to October 3, 2014.

Chiquita does not expect to update the market with any further information unless and until the Board has reached a decision on a definitive course of action. In the interim, Chiquita continues to recommend that its shareholders vote "FOR" the Fyffes transaction and the other proposals on the WHITE proxy card.
About Chiquita Brands International, Inc.

Chiquita Brands (NYSE:CQB) is a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products - from energy-rich bananas, blends of convenient green salads, other fruits to healthy snacking products. The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs approximately 20,000 people and has operations in approximately 70 countries worldwide. For more information, please visit www.chiquita.com.

[leebong] 11/9/2014 15:15

Cutrale-Safra Groups would do better to buy the combined businesses if they have to pay $17USD just for Chiquita to realise true value.