Chiquita Brands Recommends Shareholders Vote "FOR" Proposed Merger With Fyffes

(RTTNews) - Banana producer Chiquita Brands International Inc. (CQB) said Wednesday that its board unanimously recommended that shareholders vote "FOR" proposed merger with Fyffes plc. (FFY.L, FYFFF.PK). Chiquita stated that the Special Meeting of shareholders will be held September 17, 2014.

Meanwhile, Chiquita said that its board firmly believes that the unsolicited offer from the Cutrale Group and the Safra Group announced on August 11, 2014, to acquire all of the outstanding stock of Chiquita for $13.00 per share in cash, is inadequate and not in the best interests of Chiquita shareholders.

Chiquita's board determined that, at this time, ChiquitaFyffes is the best alternative for Chiquita shareholders and that engaging in discussions in response to an inadequate and highly conditional offer is unlikely to lead to a superior proposal.

Earlier today, Chiquita Brands International and Fyffes announced updated anticipated annualized pre-tax cost synergies for the proposed combination of Chiquita and Fyffes. Chiquita and Fyffes have identified an additional $20 million of synergies for a total of at least $60 million in annualized pre-tax cost synergies by the end of 2016, reflecting additional information which has become available regarding optimization of sourcing and shipping logistics, as well as the output of the information technology integration planning work stream that was established after the proposed Combination was first announced.

The $20 million of additional recurring annual synergies is anticipated to come from European and Mediterranean shipping benefits enabled by the broad geographic sourcing diversity of the combined company, as well as information technology efficiencies due to the implementation of cloud computing.

On August 14, 2014, Chiquita announced that its Board of Directors unanimously rejected an unsolicited offer by the Cutrale Group and the Safra Group to acquire all of the outstanding stock of Chiquita for $13.00 per share in cash.

In March, Chiquita agreed to combine with Fyffes in a stock-for-stock deal that is expected to result in Chiquita shareholders owning about 50.7 percent of the combined company, and Fyffes shareholders owning rest of the stake.