Chiquita Brands International Inc. and the Cutrale-Safra group have reached a definitive merger agreement valued at approximately $1.3 billion. The agreement has been unanimously approved by Chiquita’s board of directors and includes Cutrale-Safra acquiring all outstanding common shares of Chiquita for $14.50 per share in cash.
The companies say the transaction combines Chiquita, one of the leading fresh produce companies, with Cutrale Group, one of the world’s most highly regarded agribusiness and juice companies, and the Safra Group, a leading global financial services firm with a strong track record of successful investments.
In a statement, Cutrale-Safra said, “We are pleased to make this long-term investment in Chiquita, one of the leading fresh produce companies in the world. It has impressive brand loyalty and recognition through its Chiquita and Fresh Express brands, providing the company with a strong competitive edge in the growing worldwide demand for high-quality fresh fruits and salads. Cutrale-Safra is committed to supporting Chiquita as it continues to build out the strength of its franchises. 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.”
Ed Lonergan, CEO of Chiquita, added, “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. 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. 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. 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. We look forward to working with Cutrale-Safra to ensure a smooth transition and complete the transaction as expeditiously as possible. We would once again like to express our sincere gratitude to Chiquita’s employees around the world for their hard work and dedication on behalf of Chiquita and our customers.”
The $14.50 per share consideration to be received by Chiquita shareholders represents a 33.8 percent premium to Chiquita’s closing price on March 7, 2014, the last trading day prior to the announcement of Chiquita’s transaction with Fyffes plc (see subhead below). The $1.3 billion transaction includes the assumption of Chiquita’s net debt. The merger agreement between Cutrale-Safra and Chiquita provides for Cutrale-Safra to commence a tender offer and following the closing of the tender offer to acquire all remaining shares through a merger. The transaction is not subject to any financing conditions.
The transaction is subject to the satisfaction of customary closing conditions and regulatory approvals and is expected to close by the end of the year or early 2015. Following the close of the transaction, Chiquita will become a wholly owned subsidiary of the Cutrale-Safra group, and remain incorporated in New Jersey.
Decision was made to merge with Cutrale-Safra during special meeting Saturday
The announced agreement between Chiquita and Cutrale-Safra came after a meeting Saturday in which Chiquita’s board had originally intended to vote to merge with Fyffes.
Prior to the meeting, on Friday, Kerrii B. Anderson, chair of Chiquita’s board of directors, and Lonergan, said in a statement, “Chiquita’s board continues to believe in the long-term value of the ChiquitaFyffes merger and does not believe that the $14.50 offer from Cutrale-Safra is superior to the potential combination. The board intends to convene the special meeting (Saturday) as scheduled at 9 (a.m. ET) in Charlotte (North Carolina) to allow shareholders to vote on the ChiquitaFyffes merger. The board also determined that if shareholders do not approve the combination with Fyffes, the board intends to continue discussions with Cutrale-Safra.”