UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 16, 2014
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified
in its Charter)
New Jersey |
1-1550 |
04-1923360 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
550 South Caldwell Street, Charlotte, North Carolina 28202 |
(Address of Principal Executive Offices) |
Registrant’s telephone number, including
area code: (980) 636-5000
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On September 16, 2014, Chiquita Brands International,
Inc., a New Jersey corporation (“Chiquita”) and Fyffes plc, a public limited company organized under the laws of Ireland
(“Fyffes”), issued a joint press release confirming that they are in discussions with the European Commission regarding
possible limited commitments with a view to obtaining clearance of their previously-announced merger transaction by the Commission
in its initial Phase I review period. The proposed commitments, if adopted, are not expected to have a material impact upon the
commercial rationale for the transaction.
As a result of this development, the European
Commission’s Phase 1 review timetable is automatically extended by 10 working days to October 3, 2014. While there can be
no assurances, Chiquita and Fyffes remain of the view that there is a good prospect that their proposed transaction can be cleared
by the European Commission during its Phase I review.
A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
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 proposed combination of Chiquita and Fyffes 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 Securities Act
of 1933, as amended.
Important Additional
Information Has Been Filed and Will Be Filed With The SEC
ChiquitaFyffes Limited, a private limited company organized
under the laws of Ireland (“ChiquitaFyffes”) has filed with the U.S. Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 that includes a Proxy Statement that also constitutes a Prospectus of ChiquitaFyffes. The
registration statement was declared effective by the SEC on July 25, 2014. The Form S-4 also includes the Scheme Circular and Explanatory
Statement required to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. Each of Chiquita
and Fyffes has completed mailing to their respective shareholders the definitive Proxy Statement/Prospectus/Scheme Circular in
connection with the proposed combination of Chiquita and Fyffes and related transactions. INVESTORS AND SHAREHOLDERS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) 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 COMBINATION AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the
definitive 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 are able
to obtain free copies of the definitive Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed
by Chiquita, Fyffes 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 (980) 636-5000, or by contacting
Fyffes Investor Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling
+ 353 1 887 2700.
Participants In
The Solicitation
Chiquita, Fyffes, ChiquitaFyffes and their respective directors
and executive officers may be considered participants in the solicitation of proxies in connection with the combination. Information
about the directors and executive officers of Fyffes is set forth in its Annual Report for the year ended December 31, 2013, which
was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. 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 and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April
11, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the definitive Proxy Statement/Prospectus/Scheme Circular described
above and other relevant materials to be filed with the SEC when they become available.
Forward-Looking
Statements
This communication contains certain statements that are “forward-looking
statements.” These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the
control of Chiquita and Fyffes, including: the customary risks experienced by global food companies, such as prices for commodity
and other inputs, currency exchange fluctuations, industry and competitive conditions (all of which may be more unpredictable in
light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls
affecting Chiquita and/or Fyffes or the industry, labor relations, taxes, political instability and terrorism; unusual weather
events, conditions or crop risks; continued ability of Chiquita and Fyffes to access the capital and credit markets on commercially
reasonable terms and comply with the terms of their debt instruments; access to and cost of financing; and the outcome of pending
litigation and governmental investigations involving Chiquita and/or Fyffes, as well as the legal fees and other costs incurred
in connection with these items. Readers are cautioned that any forward-looking statement is not a guarantee of future performance
and that actual results could differ materially from those contained in the forward-looking statement. Forward-looking statements
relating to the combination involving Fyffes and Chiquita include, but are not limited to: statements about the benefits of the
combination, including expected synergies and future financial and operating results; Fyffes and Chiquita’s plans, objectives,
expectations and intentions; the expected timing of completion of the combination; and other statements relating to the combination
that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are
subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations.
Important factors could cause actual results to differ materially from those indicated by such forward-looking statements.
With respect to the combination, these factors include, but
are not limited to: risks and uncertainties relating to the ability to obtain the requisite Fyffes and Chiquita shareholder approvals;
the risk that Fyffes or Chiquita may be unable to obtain governmental and regulatory approvals required for the combination, or
required governmental and regulatory approvals may delay the combination or result in the imposition of conditions that could reduce
the anticipated benefits from the combination or cause the parties to abandon the combination; the risk that a condition to closing
of the combination may not be satisfied; the length of time necessary to consummate the combination; the risk that the businesses
will not be integrated successfully; the risk that the cost savings and any other synergies from the combination may not be fully
realized or may take longer to realize than expected; disruption arising as consequence of the combination making it more difficult
to maintain existing relationships or establish new relationships with customers, employees or suppliers; the diversion of management
time on transaction-related issues; the ability of the combined company to retain and hire key personnel; the effect of future
regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries
may be different from what the companies expect.
These risks, as well as other risks associated with the combination,
are more fully discussed in the Proxy Statement/Prospectus/Scheme Circular that is included in the Registration Statement on Form
S-4 that was filed with the SEC in connection with the combination and are contained in the definitive Proxy Statement/Prospectus/Scheme
Circular mailed to shareholders. Additional risks and uncertainties are identified and discussed in Chiquita’s reports filed
with the SEC and available at the SEC’s website at www.sec.gov and in Fyffes reports filed with the Registrar of companies
available at Fyffes website at www.fyffes.com. Forward-looking statements included in this document speak only as of the date of
this document. Neither Chiquita nor Fyffes undertakes any obligation to update its forward-looking statements to reflect events
or circumstances after the date of this communication.
No statement in this communication is intended to constitute
a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily
be greater or lesser than those for the relevant preceding financial periods for Chiquita, or Fyffes or ChiquitaFyffes, as appropriate.
No statement in this communication constitutes an asset valuation.
STATEMENT REQUIRED BY THE TAKEOVER RULES
The directors of Chiquita accept responsibility
for the information contained in this announcement other than that relating to Fyffes and the Fyffes Group and the directors of
Fyffes and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and
belief of the directors of Chiquita (who have taken all reasonable care to ensure that such is the case), the information contained
in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Item 9.01 |
Financial Statements and Exhibits. |
EXHIBIT
NO. |
|
DESCRIPTION |
|
|
|
99.1 |
|
Press Release dated September 16, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 16, 2014
|
CHIQUITA Brands International, Inc. |
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|
|
|
|
|
|
By: |
/s/ James E. Thompson |
|
|
James E. Thompson |
|
|
Executive Vice President, General Counsel and Secretary |
EXHIBIT INDEX
EXHIBIT
NO. |
|
DESCRIPTION |
|
|
|
99.1 |
|
Press Release dated September 16, 2014 |
News Release
|
Contacts: |
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Steve Himes, 980-636-5636, shimes@chiquita.com, (Investors & Analysts) |
|
Ed Loyd, 980-636-5145, eloyd@chiquita.com, (Media) |
Chiquita and Fyffes Working to Obtain
Phase I Clearance From the European Commission by October 3, 2014
CHARLOTTE, N.C., Sept. 16, 2014 – Chiquita (NYSE:CQB) and
Fyffes confirm that they are in discussions with the European Commission regarding possible limited commitments with a view to
obtaining clearance of their previously-announced merger transaction by the Commission in its initial Phase I review period. The
proposed commitments, if adopted, are not expected to have a material impact upon the commercial rationale for the transaction.
As a result of this development, the European Commission's Phase
1 review timetable is automatically extended by 10 working days to October 3, 2014. While there can be no assurances, Chiquita
and Fyffes remain of the view that there is a good prospect that their proposed transaction can be cleared by the European Commission
during its Phase I review.
About Chiquita
Chiquita Brands 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.
About Fyffes
Fyffes is a leading international importer and distributor of
tropical produce. It is headquartered in Dublin, Ireland and has operations in Europe, the U.S., Central and South America and
has begun operations in Asia. Fyffes activities include the production, procurement, shipping, ripening, distribution and marketing
of bananas, pineapples and melons. It markets its produce under a variety of trademarks including the Fyffes® and Sol®
brands and employs over 12,000 people worldwide.
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 proposed combination of Chiquita and Fyffes 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 Securities Act
of 1933, as amended.
Important Additional Information Has Been Filed and Will
Be Filed with the SEC
ChiquitaFyffes Limited, a private limited company organized
under the laws of Ireland ("ChiquitaFyffes") has filed with the U.S. Securities and Exchange Commission (the "SEC")
a registration statement on Form S-4 that includes a Proxy Statement that also constitutes a Prospectus of ChiquitaFyffes. The
registration statement was declared effective by the SEC on July 25, 2014. The Form S-4 also includes the Scheme Circular and Explanatory
Statement required to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. Each of Chiquita
and Fyffes has completed mailing to their respective shareholders the definitive Proxy Statement/Prospectus/Scheme Circular in
connection with the proposed combination of Chiquita and Fyffes and related transactions. INVESTORS AND SHAREHOLDERS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) 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 COMBINATION AND RELATED MATTERS. Investors and security holders are able to obtain free copies
of the definitive 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 are able
to obtain free copies of the definitive Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed
by Chiquita, Fyffes 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 (980) 636-5000, or by contacting
Fyffes Investor Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling
+ 353 1 887 2700.
Participants In The Solicitation
Chiquita, Fyffes, ChiquitaFyffes and their respective directors
and executive officers may be considered participants in the solicitation of proxies in connection with the combination. Information
about the directors and executive officers of Fyffes is set forth in its Annual Report for the year ended December 31, 2013, which
was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. 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 and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April
11, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, are contained in the definitive Proxy Statement/Prospectus/Scheme Circular described
above and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
This communication contains certain statements that are "forward-looking
statements." These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the
control of Chiquita and Fyffes, including: the customary risks experienced by global food companies, such as prices for commodity
and other inputs, currency exchange fluctuations, industry and competitive conditions (all of which may be more unpredictable in
light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls
affecting Chiquita and/or Fyffes or the industry, labor relations, taxes, political instability and terrorism; unusual weather
events, conditions or crop risks; continued ability of Chiquita and Fyffes to access the capital and credit markets on commercially
reasonable terms and comply with the terms of their debt instruments; access to and cost of financing; and the outcome of pending
litigation and governmental investigations involving Chiquita and/or Fyffes, as well as the legal fees and other costs incurred
in connection with these items. Readers are cautioned that any forward-looking statement is not a guarantee of future performance
and that actual results could differ materially from those contained in the forward-looking statement. Forward-looking statements
relating to the combination involving Fyffes and Chiquita include, but are not limited to: statements about the benefits of the
combination, including expected synergies and future financial and operating results; Fyffes and Chiquita's plans, objectives,
expectations and intentions; the expected timing of completion of the combination; and other statements relating to the combination
that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are
subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations.
Important factors could cause actual results to differ materially from those indicated by such forward-looking statements.
With respect to the combination, these factors include, but
are not limited to: risks and uncertainties relating to the ability to obtain the requisite Fyffes and Chiquita shareholder approvals;
the risk that Fyffes or Chiquita may be unable to obtain governmental and regulatory approvals required for the combination, or
required governmental and regulatory approvals may delay the combination or result in the imposition of conditions that could reduce
the anticipated benefits from the combination or cause the parties to abandon the combination; the risk that a condition to closing
of the combination may not be satisfied; the length of time necessary to consummate the combination; the risk that the businesses
will not be integrated successfully; the risk that the cost savings and any other synergies from the combination may not be fully
realized or may take longer to realize than expected; disruption arising as consequence of the combination making it more difficult
to maintain existing relationships or establish new relationships with customers, employees or suppliers; the diversion of management
time on transaction-related issues; the ability of the combined company to retain and hire key personnel; the effect of future
regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries
may be different from what the companies expect.
These risks, as well as other risks associated with the combination,
are more fully discussed in the Proxy Statement/Prospectus/Scheme Circular that is included in the Registration Statement on Form
S-4 that was filed with the SEC in connection with the combination and are contained in the definitive Proxy Statement/Prospectus/Scheme
Circular mailed to shareholders. Additional risks and uncertainties are identified and discussed in Chiquita's reports filed with
the SEC and available at the SEC's website at www.sec.gov and in Fyffes reports filed with the Registrar of companies available
at Fyffes website at www.fyffes.com. Forward-looking statements included in this document speak only as of the date of this document.
Neither Chiquita nor Fyffes undertakes any obligation to update its forward-looking statements to reflect events or circumstances
after the date of this communication.
No statement in this communication is intended to constitute
a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily
be greater or lesser than those for the relevant preceding financial periods for Chiquita, or Fyffes or ChiquitaFyffes, as appropriate.
No statement in this communication constitutes an asset valuation.
Statement Required by the Takeover Rules
The directors of Chiquita accept responsibility for the information
contained in this announcement other than that relating to Fyffes and the Fyffes Group and the directors of Fyffes and members
of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors
of Chiquita (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of
such information.
The directors of Fyffes accept responsibility for the information
contained in this announcement relating to Fyffes and the Fyffes Group and the directors of Fyffes and members of their immediate
families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Fyffes (who
have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
CONTACT: Chiquita Contacts:
|
Investors |
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Steve Himes |
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1 980-636-5636 |
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shimes@chiquita.com |
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MacKenzie Partners Inc. |
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Toll-Free (800) 322-2885 or (212) 929-5500 (call collect) |
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Alliance Advisors, LLC |
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Toll free at (855) 976-3330 |
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cqb@allianceadvisorsllc.com |
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Media |
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Ed Loyd |
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1 980-636-5145 |
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eloyd@chiquita.com |
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Kelly Sullivan, Averell Withers or Joe Berg |
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Joele Frank, Wilkinson Brimmer Katcher |
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1 212-355-4449 |
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Fyffes Contacts: |
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Investors |
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Seamus Keenan |
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Tel: + 353 1 887 2700 |
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Email: skeenan@fyffes.com |
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Media |
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Wilson Hartnell PR |
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Brian Bell |
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Tel: +353 1 669 0030 |
|
Email: brian.bell@ogilvy.com |