Chiquita Brands International, Fyffes announce filing of Form S-4 with SEC in connection with proposed merger of companies
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 ChiquitaFyffes Limited ("ChiquitaFyffes") has filed 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, which included a preliminary proxy statement of Chiquita (the "Form S-4") and a draft of the Irish scheme circular of Fyffes.
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, 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.
The Form S-4 is available on the SEC's EDGAR system, and may be accessed in the filings section at www.sec.gov by searching under ChiquitaFyffes company filings.
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.
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.