NEW YORK — After shareholders of Chiquita Brands International rejected a pending merger agreement with Fyffes P.L.C., the Cutrale-Safra group has announced plans to acquire the Charlotte, N.C.-based fresh produce company in a transaction valued at approximately $1.3 billion, or all outstanding common shares at $14.50 per share with the assumption of debt.
The deal combines Chiquita with the Cutrale Group, an agribusiness and juice company, and the Safra Group, a global financial services firm. The $14.50 per share represents a 33.8% premium to Chiquita’s closing price on March 7, the final trading day prior to Chiquita’s announcement to merge with Fyffes.
“Cutrale-Safra is committed to supporting Chiquita as it continues to build out the strength of its franchises,” said Cutrale-Safra in a statement. “To ensure Chiquita has the premier and most sustainable platform in its sector, Chiquita will be able to access Cutrale-Safra’s substantial experience in all aspects of the fruit and juice value chain and extensive financial expertise. Chiquita will be able to take advantage of the vast knowledge of the Cutrale Group in farming, processing, technology, sourcing, distribution, logistics and marketing.
“Furthermore, the Safra Group’s highly regarded global reputation for business and investment success, its knowledge of market conditions around the world, and its long-term relationships internationally all can add value to Chiquita and further enhance its prospects. Cutrale-Safra is confident that Chiquita will have the capabilities necessary to grow its business and benefit its stakeholders, including employees, business partners, customers, distributors and suppliers. We look forward to working together with the Chiquita employees to build further on Chiquita’s success.”
The deal is subject to customary closing conditions and regulatory approvals and is expected to close by the end of the year or early 2015. Upon the close of the transaction, Chiquita will become a wholly owned subsidiary of the Cutrale-Safra group and will remain incorporated in New Jersey.
“This transaction demonstrates our board’s commitment to maximizing shareholder value and underscores the significant progress Chiquita has achieved over the past couple of years in our financial and operational performance,” said Ed Lonergan, chief executive officer of Chiquita. “We are pleased with the substantial value and significant all-cash premium we have delivered through this exciting agreement with the Cutrale Group and the Safra Group.”
On March 10, Chiquita announced an agreement to acquire Fyffes, a Dublin, Ireland-based fruit and produce distributor, in an all-stock transaction that valued Fyffes at approximately $526 million. The Cutrale Group and the Safra Group in August offered to take over the company for $13 per share in cash for a transaction valued at approximately $630 million. Chiquita declined the buyout in favor of the Fyffes merger, but on Oct. 24, shareholders voted to reject that proposed combination.“Through the due diligence process, we developed a tremendous amount of respect for the entire Cutrale-Safra team, especially their knowledge and understanding of global agribusiness, shipping and manufacturing,” Mr. Lonergan said. “Chiquita and Fresh Express are some of the most recognizable brands in the sector, and we are confident that Cutrale-Safra will be good stewards of the business moving forward.”