|Under the terms of the revised agreement, Chiquita shareholders are expected to own approximately 59.6% of ChiquitaFyffes, an increase from 50.7% under the previous agreement.|
CHARLOTTE, N.C. — Chiquita Brands International’s ownership of a combined Chiquita, Fyffes company will rise from 50.7% to 59.6% under a revised agreement between the two companies. The agreement comes at a time when Chiquita has engaged in discussions with Cutrale Group and the Safra Group about acquisition of the company.
“We are pleased with the increased value that these enhanced terms for Chiquita bring to our shareholders,” said Ed Lonergan, chief executive officer of Chiquita. “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.”
Under the terms of the revised 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 transaction. 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 also have agreed to increase the termination fee payable to Fyffes from 1% to 3.5% of the total value of the issued share capital of Chiquita should the agreement be terminated.On Sept. 10, Chiquita entered into a confidentiality agreement with Cutrale/Safra allowing the group to review Chiquita’s business and present a definitive offer for Chiquita’s consideration. Such an offer has not been issued as of yet.