CHARLOTTE, North Carolina,
March 12, 2014 /PRNewswire/
-- In accordance with Rule 2.10 of the Irish Takeover Panel
Act, 1997, Takeover Rules 2013, Chiquita Brands International, Inc.
("Chiquita") confirms that as of 11
March 2014 its issued share capital comprised 46,892,044
common shares, par value $0.01 per
share (the "Common Shares"). All of the Common Shares are
admitted to trading on New York Stock Exchange under the ticker
symbol CQB. The International Securities Identification Number for
these securities is US 1700328099.
Chiquita also confirms that, as of 11
March 2014, Chiquita had outstanding $200 million in aggregate principal amount of
4.25% Convertible Senior Notes due 2016 (the "Notes"). The
Notes are convertible, under certain circumstances, at an initial
conversion rate of 44.5524 Common Shares per US$1,000 in principal amount of the Notes
(subject to adjustment in accordance with the terms of the Notes
and the right of Chiquita to settle its obligations in Common
Shares, cash or a combination thereof). The initial conversion rate
is equivalent to an initial conversion price of $22.45 per Common Share. The International
Securities Identification Number for the Notes is US170032AT34.
Chiquita also confirms that, as at 11
March 2014, there were outstanding 1,440,062 options to
acquire Common Shares and 1,893,128 Chiquita Share awards under the
Chiquita Share plans (although, if past practices are followed,
approximately 265,259 Chiquita Share awards would, at Chiquita's
discretion, be paid in cash, rather than shares). Upon vesting and
subject to adjustment in accordance with the transaction agreement,
each option entitles the holder to purchase one Common Share at the
applicable exercise price and each share award entitles the holder
to receive one Common Share.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the Combination or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
section 10 of the U.S. Securities Act.
Important Additional Information will be filed with the
SEC
ChiquitaFyffes will file with the SEC a registration statement
on Form S-4 that will include the Proxy Statement of Chiquita and
Fyffes that also constitutes a Prospectus of ChiquitaFyffes.
Chiquita and Fyffes plan to mail to their respective shareholders
(and to Fyffes Equity Award Holders for information only) the Proxy
Statement/Prospectus/Scheme Circular (including the Scheme) in
connection with the transactions described above. INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME) AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES, THE
TRANSACTIONS AND RELATED MATTERS. Investors and security holders
will be able to obtain free copies of the Proxy
Statement/Prospectus/Scheme Circular (including the Scheme) and
other documents filed with the SEC by ChiquitaFyffes, Chiquita and
Fyffes through the website maintained by the SEC at www.sec.gov. In
addition, investors and shareholders will be able to obtain free
copies of the Proxy Statement/Prospectus/Scheme Circular (including
the Scheme) and other documents filed by Chiquita and
ChiquitaFyffes with the SEC by contacting Chiquita Investor
Relations at: Chiquita Brands International, Inc., c/o Corporate
Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202 or by calling
+1 (980) 636 5000, and will be able to obtain free copies of the
Proxy Statement/Prospectus /Scheme Circular (including the Scheme)
and other documents filed by Fyffes with the Registrar of Companies
in Ireland by contacting
Seamus Keenan, Fyffes Company
Secretary at c/o Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling + 353 1 887 2700.
Participants in the Solicitation
Chiquita, ChiquitaFyffes, Fyffes and their respective directors
and executive officers may be considered participants in the
solicitation of proxies in connection with the transaction.
Information about the directors and executive officers of Fyffes is
set forth in its annual report for the year ended December 31, 2012, which was published on
April 9, 2013. Information about the
directors and executive officers of Chiquita is set forth in its
annual report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC
on March 4, 2014, its proxy statement
for its 2013 annual meeting of stockholders, which was filed with
the SEC on April 12, 2013, and its
Current Report on Form 8-K which was filed with the SEC on
July 18, 2013. Other information
regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Proxy
Statement/Prospectus/Scheme Circular described above and other
relevant materials to be filed with the SEC when they become
available.
The Directors of Chiquita Brands International, Inc. accept
responsibility for the information contained in this announcement.
To the best of their knowledge and belief (having taken all
reasonable care to ensure such is the case), the information
contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
Any holder of 1% or more of any class of relevant securities of
Chiquita Brands International, Inc. may have disclosure obligations
under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover
Rules 2013.
ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.
Chiquita Brands (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, 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 approximately 70 countries worldwide.
For more information, please visit www.chiquita.com.