Chiquita Brands International revises certain conditions of its proposed acquisition of Irish fruit and produce distributor Fyffes, confirming jurisdiction of European Commission to review transaction
CHARLOTTE, North Carolina and DUBLIN
April 29, 2014
– Chiquita Brands International, Inc. (NYSE: CQB) ("Chiquita") and Fyffes plc (ESM: FFY ID: AIM: FFY LN) ("Fyffes") today announced that they have revised certain of the conditions to consummation of their proposed combination transaction.
As previously announced on March 10, 2014, Chiquita and Fyffes have entered into a definitive agreement under which Chiquita and Fyffes will combine, subject to the terms and conditions of that agreement, in a stock-for-stock transaction that is expected to result in Chiquita shareholders owning approximately 50.7% of ChiquitaFyffes Limited ("ChiquitaFyffes"), and Fyffes shareholders owning approximately 49.3% of ChiquitaFyffes, on a fully diluted basis. Chiquita and Fyffes plan to complete the combination before the end of 2014.
Consummation of the combination is subject to the fulfillment of specified conditions. Those conditions were originally set out in Appendix III to the announcement on March 10, 2014 pursuant to Rule 2.5 of the Irish Takeover Rules (the "Rule 2.5 Announcement") relating to the proposed combination. The conditions set out in paragraph 3 of Part A of Appendix III to the Rule 2.5 Announcement reflected the parties' belief, based upon an analysis of the data available to the parties at that time, that the combination would not meet the mandatory notification thresholds under the EC Merger Regulation and, as a result, the European Commission would have jurisdiction to examine the combination only if: (i) the EU Member States with jurisdiction to review the transaction did not object; or (ii) the European Commission accepted a request from one or more EU Member States to review all or part of the transaction.
Subsequently, following an examination of additional data, including data made available by third parties, Chiquita and Fyffes have concluded that the combination satisfies the mandatory notification thresholds under the EC Merger Regulation. As a consequence, the conditions to completion of the combination that relate to obtaining approval under the EC Merger Regulation have been restated to reflect the mandatory jurisdiction of the European Commission. The substance of those conditions remains otherwise unchanged. The restated conditions are set out in Appendix I to this release.
In addition, at the request of Chiquita and Fyffes, the Irish Takeover Panel has decided to grant a derogation from the application of Rule 12(b)(i) of the Irish Takeover Rules to the proposed combination. The effect of Rule 12(b)(i), which applies to transactions regulated by the Panel that are within the European Commission's jurisdiction under the EC Merger Regulation, would have been that the scheme of arrangement portion of the combination would have lapsed according to the Irish Takeover Rules and the combination been temporarily suspended if, before the Fyffes shareholders approved the combination, the European Commission initiated a Phase II investigation in respect of the combination or referred the combination for review by a competent authority of an EU Member State. As a result of the derogation, the parties are now in a position to make a notification under the EC Merger Regulation earlier than would have been the case absent the derogation.
Chiquita and Fyffes also confirmed that ChiquitaFyffes Limited intends to file shortly with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 in connection with the proposed combination of Chiquita and Fyffes.
Save as disclosed in this announcement, there has been no material change in information previously published by Chiquita or Fyffes in connection with the combination.
ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.
Chiquita Brands International, Inc. (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 and 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 nearly 70 countries worldwide. For more information, please visit the corporate web site at www.chiquita.com.
ABOUT FYFFES PLC
Fyffes is a leading international importer and distributor of tropical produce. With annual turnover in excess of $1.5 billion1, it is headquartered in Dublin, Ireland and has operations in Europe, the U.S., Central and South America and has begun operations in Asia. Fyffes activities include the production, procurement, shipping, ripening, distribution and marketing of bananas, pineapples and melons. It markets its produce under a variety of trademarks including the Fyffes® and Sol® brands and employs over 12,000 people worldwide.
1 Includes share of revenue of Fyffes joint ventures of $342 million.
ChiquitaFyffes is currently a private limited company incorporated in Ireland that was formed solely for the purpose of implementing the combination. Prior to the effective date of the combination, ChiquitaFyffes will be re-registered, pursuant to the Irish Companies Acts, as a public limited company. To date, ChiquitaFyffes has not conducted any activities other than those incidental to its formation and the execution of the Transaction Agreement.
On the consummation of the combination (a) Fyffes will become a wholly owned subsidiary of ChiquitaFyffes and (b) Chicago Merger Sub Inc. ("MergerSub"), a wholly owned indirect subsidiary of ChiquitaFyffes, will merge with and into Chiquita, with the result that the separate corporate existence of MergerSub will cease and Chiquita will continue as the surviving corporation.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information Will Be Filed With The SEC
ChiquitaFyffes will file with the SEC a registration statement on Form S-4 that will include a Proxy Statement that also constitutes a Prospectus of ChiquitaFyffes. The Form S-4 will also include the Scheme Circular and Explanatory Statement required to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. Chiquita and Fyffes plan to post to their respective shareholders (and to Fyffes share option holders for information only) the definitive Proxy Statement/Prospectus/Scheme Circular in connection with the proposed combination described above and related transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES, THE COMBINATION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed with the SEC by ChiquitaFyffes, Chiquita and Fyffes through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed by Chiquita, Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202, or by calling (980) 636-5000, or by contacting Fyffes Investor Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling + 353 1 887 2700.
Participants In The Solicitation
Chiquita, Fyffes, ChiquitaFyffes and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the combination. Information about the directors and executive officers of Fyffes is set forth in its Annual Report for the year ended December 31, 2013, which was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. Information about the directors and executive officers of Chiquita is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 4, 2014 and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 11, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus/Scheme Circular described above and other relevant materials to be filed with the SEC when they become available.