Fyffes Share Discussion Threads

[leebong] 17/10/2014 08:04

Chiquita estimates the present value of the future share price range of the combined company, which will be named ChiquitaFyffes, at between $15.46 and $20.01 under the assumption of growth in earnings before interest, tax, depreciation and amortisation of 5 per cent to 15 per cent next year, and a valuation multiple to 7 to 8 times annual ebitda.

The vote at Chiquita is scheduled for next Friday if it is not blocked for a third time.

[leebong] 16/10/2014 19:05

Charlotte, North Carolina-based Chiquita said Wednesday that it would review and consider the Cutrale-Safra offer “in light of the best interests of the company and its shareholders.” The statement came one day after the company filed an investor presentation that outlined shareholder benefits of the proposed Fyffes deal, including an implied pro forma share price of $15.59 for the combined Chiquita-Fyffes. The company also said Chiquita was on track to meet its 2014 profit forecast, according to the article.

[leebong] 16/10/2014 11:18

Fyffes Comments on Cutrale-Safra Inferior Offer

DUBLIN, Ireland - 15 October 2014 - Fyffes plc (ESM: FFY ID: AIM: FFY LN) ("Fyffes") today released a statement regarding its proposed merger with Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita") following the submission of a takeover offer for Chiquita by Cutrale-Safra:

"The agreed merger between Chiquita and Fyffes remains superior to today's unsolicited takeover offer from Cutrale-Safra," said David McCann, Fyffes Chairman. "As Chiquita illustrated in its most recent filing on 14 October, the implied present value of the ChiquitaFyffes deal is in a range of $15.46 - $20.01 per share([1]) .

The combination provides for substantial upside for all shareholders who will benefit from the combined company's equity growth prospects and $60m in annualised synergies already identified and achievable by 2016.

Comparatively, a deal with Cutrale-Safra undervalues the company's potential and represents only a finite value, putting a hard cap to upside for Chiquita shareholders. The ChiquitaFyffes transaction has received all regulatory approvals and is positioned for an expeditious closing following shareholder approval."

[leebong] 16/10/2014 07:23

Interesting Insight:

Cutrale-Safra up their offer to buy Chiquita to $658 million
Pressure increases on banana producer to cancel planned merger with Fyffes

Chiquita bananas are displayed for sale. Brazil’s Cutrale Group and Safra Group boosted their offer to buy Chiquita Brands International to about $658 million.
Chiquita Brands International
Fyffes
Wed, Oct 15, 2014, 16:35
First published:
Wed, Oct 15, 2014, 16:34

Brazil’s Cutrale Group and Safra Group boosted their offer to buy Chiquita Brands International to about $658 million, raising pressure on the banana producer to cancel its planned purchase of an Irish competitor.
Cutrale-Safra increased its offer to $14 a share, the joint bidders said today in an e-mailed statement, 7.7 per cent more than their initial, unsolicited proposal of $13.

The transaction would be financed with equity from affiliates of Cutrale and Safra and isn’t subject to financing conditions.
Cutrale, a closely held fruit juice company controlled by Brazil’s Jose Luis Cutrale, has partnered with banks controlled by Joseph Safra, Brazil’s second-richest man, to challenge Chiquita’s planned acquisition of Fyffes.

The Fyffes deal, announced in March, would create the world’s largest banana company and cut Charlotte, North Carolina-based Chiquita’s tax bill by enabling it to move its headquarters to Ireland.

While Chiquita has continued to recommend the Fyffes combination, it adjourned a shareholder vote on the purchase and let Cutrale-Safra carry out due diligence so that the Brazilians could make another offer.

The latest offer is below the $16 minimum needed to match the economics of Chiquita’s proposed takeover of Fyffes, David Holohan, a Dublin-based analyst at Merrion Capital Group Ltd., said in an e-mail today.

The Fyffes deal will proceed, he said. Chiquita rose 3.7 per cent to $13.65 at 9.55 am in New York.
Fyffes fell as much as 4.9 per cent to 96 cent in Dublin, the biggest intraday drop since Sept. 5.

Institutional Investor Services said September 5 that Chiquita investors should reject the Fyffes deal and instead pursue a buyout from Cutrale-Safra.
Cutrale controls more than one-third of the $5 billion orange-juice market and has global operations in apples, peaches, lemons and soybeans.


Bloomberg

[leebong] 15/10/2014 20:09

The merger costs to Fyffes is 6 million euros. Therefore they will profit if the deal fails.

[18bt] 15/10/2014 17:32

€16m compensation less their own advisers fees - won't be much left

[leebong] 15/10/2014 16:27

Chiquita confirms revised offer

15 October 2014 | 16:24pm
StockMarketWire.com - Chiquita Brands International has confirmed that it has received a $14 per share cash offer from entities affiliated with the Cutrale Group and the Safra Group (Cutrale/Safra).

Chiquita says its board of directors, in consultation with its legal and financial advisers, will carefully review and consider the offer in light of the best interests of the company and its shareholders.

Story provided by StockMarketWire.com
- See more at:

[leebong] 15/10/2014 15:11

Cutrale-Safra have made their final offer of $14 USD/ Share to buy Chiquita in an all cash offer for shares. This might be the end of the Fyffes - Chiquita merger deal. But in the event that the merger fails Fyffes will get about 16 million euros compensation.



NEW YORK, Oct. 15, 2014 /PRNewswire/ -- Cutrale-Safra today announced its definitive offer to acquire all the outstanding stock of Chiquita Brands International Inc. ("Chiquita") (NYSE: CQB) for $14 per share in cash. Having completed its due diligence, Cutrale-Safra has submitted its offer to the Chiquita Board of Directors, together with a form of merger agreement that Cutrale-Safra would be prepared to execute and deliver concurrently with Chiquita entering into such merger agreement and associated disclosure letters. Cutrale-Safra is also delivering to Chiquita equity and debt commitment letters for the transaction. The offer reflects Cutrale-Safra's assessment and analysis of Chiquita's current condition and prospects.

Unlike the proposed combination with Fyffes, the superior Cutrale-Safra offer provides Chiquita shareholders complete certainty with respect to the value of their Chiquita investment. This offer represents a highly attractive premium of approximately 40% to the market's valuation of the original proposed transaction with Fyffes based on Chiquita's undisturbed closing share price of $10.06 as of August 8, 2014 and an approximately 19% premium to the adjusted stock price of $11.80, based upon the revised Fyffes transaction. Moreover, the proposed cash consideration of the Cutrale-Safra offer, including the assumption of Chiquita net debt, represents a multiple of approximately 12.4x EBITDA for the twelve months ended June 30, 2014. The Cutrale-Safra definitive offer is the highest comparable transaction multiple for an acquisition of this scale in the fresh produce sector based on the EBITDA multiples of comparable transactions. Cutrale-Safra expects to be able to close its offer promptly following entry into the merger agreement.

Cutrale-Safra stated: "Our all-cash offer provides certain value to Chiquita shareholders on a timely basis. It constitutes a "Chiquita Superior Proposal" under the terms of the Fyffes Transaction Agreement because it is more favorable to the Chiquita shareholders than the proposed combination with Fyffes, taking into account all financial, regulatory, legal and other aspects of our offer. In contrast, we believe the investment marketplace recognizes the significant risks and issues inherent in the Chiquita-Fyffes combination, all of which cast serious doubts about the potential business performance of the combined ChiquitaFyffes and the ability to integrate as well as realize potential synergies. Additionally, the financial data Chiquita provided to the market yesterday indicates the difficulty Chiquita will face in meeting its stated 2014 targets, based on historical performance."

[thales1] 14/10/2014 16:23

Can anyone this time have an idea when Fyffes will be de-listed on LSE?

[leebong] 13/10/2014 12:46

I hope the merged company is bought out soon after the combination then it will be worth a lot more to Fyffes shareholders.

[greensiax] 13/10/2014 10:42

From an ADVFN competitor:

"The Irish Court has granted an order in respect of the revised terms for the proposed merger of Chiquita and Fyffes.
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."

Chiquita is currently trading on the NYSE at $13.78, so if I've done my sums right that would value a FFY share at 95.33p

[leebong] 10/10/2014 12:07

Pension fund challenges Chiquita merger with Fyffes

10/09/2014 02:27:00 PM
Coral Beach

A green light from the European Commission on the proposed $1 billion merger of Chiquita Brands International Inc. and Fyffes Plc. moves the two firms a step closer to becoming the top banana company on the planet, but some investors have asked a federal court to intervene.

A shareholder vote is set for Oct. 24, according to a timetable approved by the European Commission. Boards of both Chiquita and Fyffes have already approved the merger. The High Court of Ireland also must approve the deal.

Whether approval from the European Commission will effect Chiquita’s talks with two companies in Brazil was not mentioned in an Oct. 3 news release about the European action. Chiquita officials announced Sept. 8 that Fyffes had agreed to allow the discussions with juice maker Cutrale Group and investment firm Safra Group.

Some Chiquita shareholders — the City of Birmingham (Ala.) Firemen’s and Policemen’s Supplemental Pension System — says the offer from the Brazilian companies is a better deal and that Chiquita’s executives and board of directors should be stopped from closing the deal with Fyffes.

Chiquita is standing firm.

“Chiquita’s board of directors has always acted solely in what it believes to be the best interest of the company and its shareholders,” Ed Loyd, director of corporate communications and responsibility, said Oct. 9. “Accordingly, Chiquita believes this lawsuit is without merit and intends to defend itself vigorously.”
The pension fund filed its case Oct. 7 in federal court in New Jersey, where Chiquita is incorporated. The case contends Chiquita officials and board members breached their fiduciary duty to shareholders. The lawsuit states Fyffes will only pay $10 per share while the Brazilians offered $13 per share on Aug. 11.
“Instead of entertaining the higher, competing bid, the Chiquita board instead set up diminished and rushed negotiations and erected defensive measures designed to thwart any higher offer,” according to the pension fund complaint.
“It did this because Chiquita executives and members of the board were assured continued employment and a future role in the newly merged entity, ChiquitaFyffes, that was not assured with the higher, competing offer.”
After the interest from Brazil, Dublin-based Fyffes sweetened its offer, revising the merger agreement so that Chiquita shareholders would own a greater share of the new company. Originally the Chiquita shareholders would have gotten 50.7% but Fyffes increased that to 59.6%, according to a Sept. 26 news release. The pension fund challenge contends Fyffes new offer would amount to $11.89 per share.

The court challenge also states Chiquita’s officials took action to penalize shareholders if they vote against the Fyffes deal. Chiquita signed an agreement with Fyffes on Sept. 25 that more than triples the penalty the American company would have to pay if the deal falls through.

“(In the) agreement, executed on Sept. 25, this amount was increased to 3.5% — approximately $6.6 million — of the total value attributable to Chiquita’s issued share capital,” the pension fund case states.

The lawsuit also questions the ability of Chiquita’s management to successfully integrate acquired operations, citing its purchase of Fresh Express from Performance Food Group in 2005. The suit states Chiquita has had to effectively devalue the Fresh Express operation on its balance sheet.

“Chiquita paid $855 million for the business, but recently announced $555 million in impairment charges relating to the acquisition,” the lawsuit states.

- See more at:

[leebong] 03/10/2014 15:44

The merger is approved despite the Obama administration attempting to block inversion deals...this will secure jobs at both company's most especially for Chiquita.

During the coming six months the two companies will restructure and when the Q1/15 financial results are released next May I would expect the share price to exceed $20 USD/ Share. So lets wait and see if that materialises.

[leebong] 03/10/2014 15:40

Chiquita-Fyffes Banana Merger Gets EU Antitrust OK
BRUSSELS — Oct 3, 2014, 10:30 AM ET
Share
0 Comments
Associated Press
The European Union's antitrust body says it has approved a merger between U.S. banana company Chiquita and Fyffes of Ireland in a deal that creates the world's largest banana supplier.

The 28-nation bloc's executive Commission said Friday "wholesale and retail customers would still have a significant number of other ... suppliers to choose from" even though the companies are the two largest banana suppliers in Europe.

The EU's approval is conditional on Fyffes giving up an exclusivity clause with shipping line Maersk to ensure fair transport competition. Chiquita Brands International Inc. and Fyffes PLC have also accepted to refrain from seeking similar agreements for 10 years.

As part of the stock transaction, Chiquita will relocate its headquarters from Charlotte, North Carolina, to Ireland in a so-called "inversion."

[leebong] 03/10/2014 15:36

Excellent news long awaited.

Fyffes PLC

03 October 2014

FOR IMMEDIATE RELEASE

CHIQUITA AND FYFFES RECEIVE CLEARANCE FROM THE EUROPEAN COMMISSION FOR PROPOSED COMBINATION

Clearance Completes Required Regulatory Approvals and Confirms Transaction's Expedited Timetable

Commitments Not Expected to Have Material Impact on Transaction's Commercial Value

No Pre-Closing Activity Required

CHARLOTTE, NC and DUBLIN, Ireland - October 3, 2014 - Chiquita Brands International, Inc. (NYSE: CQB) ("Chiquita") and Fyffes plc (ESM: FFY ID: AIM: FFY LN) ("Fyffes") today announced that the companies have received clearance from the European Commission (the "EC") for their proposed merger transaction. This regulatory clearance marks an important step toward the completion of the combination (the "Combination"), which has been unanimously approved by the Boards of Directors of both companies.

"This regulatory clearance represents a significant milestone for our proposed transaction to create the #1 banana company globally," said Ed Lonergan, Chiquita's Chief Executive Officer, and David McCann, Fyffes Executive Chairman, in a joint statement. "We have worked closely with the European Commission to address any concerns, and today's decision reaffirms our confidence that the combination of Chiquita and Fyffes is a natural strategic partnership, one that is now assured of a clear timeline to completion before the end of the year."

As previously announced on September 16, 2014, Chiquita and Fyffes proposed limited commitments to the EC to facilitate obtaining clearance of the Combination by the EC in its Phase I review period. These commitments, which involve an agreement to eliminate any current or future exclusivity in shipping arrangements to Northern Europe with third-party shipping providers, impose no pre-closing requirements and are expected to have no material impact on the strategic rationale, commercial value or synergy opportunities of the transaction.

The proposed Combination has now received all necessary regulatory approvals. The Combination remains subject to approval by Fyffes and Chiquita shareholders, respectively, and by the High Court of Ireland.

As previously announced, the Special Meeting of Chiquita Shareholders that had been scheduled for October 3, 2014, to consider the Combination, is being adjourned to October 24, 2014.

[deadly] 03/10/2014 15:33

Approval by EU today. Last hurdle?

[leebong] 03/10/2014 08:02

Historical Banana Prices:

Jan 2014 928.42 0.33 %
Feb 2014 946.13 1.91 %
Mar 2014 966.85 2.19 %
Apr 2014 945.50 -2.21 %
May 2014 916.00 -3.12 %
Jun 2014 926.07 1.10 %
Jul 2014 930.82 0.51 %
Aug 2014 961.59 3.31 %

August witnessed a sharp rise of 3.31%...this may equate to higher margins for Fyffes but if the merger goes ahead then the combination will be able to have more influence on the spot market value each month. These prices are currently set by Dole Co.

[leebong] 29/9/2014 07:33

Strong results expected from Aryzta
Fyffes shareholders to vote on Chiquita merger this week

On the subject of food, Irish fruit importer and grower Fyffes will hold its EGM this Friday for shareholders to vote on the proposed merger with Chiquita. The meeting was due to take place in September but was adjourned. Chiquita also postponed its shareholder meeting until this Friday.

Fyffes last month granted a “waiver” to Chiquita allowing it to engage in discussions with the Cutrale Group and the Safra Group. The companies have since signed a confidentiality agreement to give Cutrale and Safra time to complete due diligence and make a definitive offer.

[leebong] 26/9/2014 16:04

Been out today...surprising news...but the shareholder meeting has been put back a month. It looks like the deal will go forward now especially as Chiquita will have to pay a higher penalty if it fails.

The Chiquita share price has responded well at about $14:30 USD and may well reach $15 USD/ share before the merger which might yield $5 USD/ share premium. That would cause a penalty payment to Fyffes of about $50 million USD if the Cutrale/ Safra deal wins the bid. That prospect looks more unlikely but not impossible.

So its looking good at the moment.


“We continue to believe that the merits of the combination are in the interests of both parties,” David Holohan, an analyst at Merrion Capital in Dublin, said by e-mail. He has a buy rating on Fyffes.

[battlebus2] 26/9/2014 11:32

No it's an 8.9% reduction i think your adding both sides together. my figures gives 95p a share but with the combined group we should see significant upside. All in my view ofcourse.

[fishbournetrader] 26/9/2014 11:26

Battlebus, I'm not sure of the significance of "0.0454 a share less". If the combined company is worth about $1.06b on current share prices then surely the Fyffes shareholders' share is dropping from $524m to $430m . That is an 18% reduction and values the Fyffes shares at very close to the current price. Am I missing something?