NEW YORK, Sept. 18, 2014 /PRNewswire/ -- Cutrale-Safra
stated that an investor presentation filed yesterday with the
Securities and Exchange Commission (SEC) by Fyffes is nothing more
than a desperate attempt by Fyffes to salvage its proposed
transaction with Chiquita Brands International (NYSE: CQB),
which the investment marketplace has valued at a little more than
10 dollars. Cutrale-Safra said that
it is no wonder that Fyffes is desperate to salvage this
transaction, given the transaction provides Fyffes with management
control of the proposed combined ChiquitaFyffes, and a 67% premium
to Fyffes shareholders, based on the Fyffes DCF projections
contained in the ChiquitaFyffes Form S4.
Fyffes now predicates the purported merits of its transaction on
a highly dubious and misleading, undiscounted "illustrative price,"
a speculative future value it has concocted. It bases that
"illustrative price" on a combination of "illustrative earnings,"
"targeted salad earnings," and "illustrative organic growth," at a
rate which is well above the historical growth rate, and then
multiplies that number by trading multiples that are substantially
in excess of the figures used by Chiquita and Fyffes' own financial
advisors. Further, none of the "illustrative" numbers are
consistent with the projections in the ChiquitaFyffes Form S-4.
Fyffes' forecast, and the transactional alchemy underpinning it, is
just an attempt to convince Chiquita shareholders to believe in the
unfounded merits of a Fyffes combination.
Fyffes itself seems to know better. In the presentation's
footnote, Fyffes admits this illustrative price is "not a forecast
and is provided for illustrative purposes" and "not predictions as
to specific future market values." The only thing Fyffes' investor
presentation does illustrate is Fyffes' desperation to salvage the
proposed Chiquita-Fyffes transaction.
Here are the facts:
- Without the Cutrale-Safra proposal for $13 per share, Chiquita shares were trading at
$10.06 the day prior to the
announcement of the Cutrale-Safra proposal. The Cutrale-Safra
all-cash proposal represents an attractive premium of almost 30% to
that share price.
- ChiquitaFyffes faces regulatory uncertainty in Europe, and Fyffes investor presentation does
not even address the consequences of concessions already made to
the European Commission, regardless of any additional concessions
that may be required.
- All the leading proxy advisory firms have recommended their
clients vote against the Fyffes merger and to adjourn the meeting,
including a number of them pointedly questioning the validity of
the analyses provided – prior to this new purported "analysis" by
Fyffes.
- Fyffes is asking Chiquita shareholders to increase their
exposure to European markets -- at a time when the Euro has fallen
dramatically; and reduce owned production from 37% to 23% -- a
complete reversal of Chiquita's previously-stated strategy of
owning more land, consistent with industry leaders such as Dole and
Fresh Del Monte, which both have approximately 50% owned land.
Unlike Fyffes' "illustrative" representation, the Cutrale-Safra
proposal represents an 11.8x multiple of Chiquita's reported
adjusted EBITDA for the last 12 months ended June 30, 2014 -- the highest comparable
transaction multiple for an acquisition of this scale in the fresh
produce sector -- and does not subject Chiquita shareholders to the
risks inherent in the Chiquita-Fyffes transaction. It offers
certain cash value and faces no meaningful regulatory hurdles.
Cutrale-Safra reiterated that it will continue to use its best
efforts to complete its due diligence currently underway, and
present its definitive offer as expeditiously as possible for
Chiquita's consideration.
Cavendish Global Limited and Cavendish Acquisition Corporation,
which are jointly owned by an affiliate of the Cutrale Group,
Burlingtown UK LTD ("Burlingtown"), and an affiliate of the Safra
Group, Erichton Investments Ltd. ("Erichton" and, together with
Burlingtown and Cavendish, "Cutrale-Safra"), their respective
directors, executive officers and certain employees, and
Burlingtown and Erichton, may be deemed, under rules of the
Securities and Exchange Commission ("SEC"), to be participants in
the solicitation of proxies from Chiquita shareholders in
connection with Chiquita's Special Meeting of Shareholders.
Information about the interests in Chiquita of Cutrale-Safra and
their respective directors, executive officers and employees are
set forth in a definitive proxy statement that was filed with the
SEC on August 28, 2014, as it may be
amended from time to time (the "Cutrale-Safra Proxy").
Investors are urged to read the Cutrale-Safra Proxy which is
available now, and any other relevant documents filed with the SEC
when they become available, because they contain (or will contain)
important information. The Cutrale-Safra Proxy, and any other
documents filed by Cutrale-Safra with the SEC, may be obtained free
of charge at the SEC web site at www.sec.gov. The Cutrale-Safra
Proxy and such other documents may also be obtained free of charge
by contacting Innisfree at: (212) 750-5833 or 501 Madison Avenue,
20th Floor, New York, New York
10022.
About Cutrale Group
The Cutrale Group refers to the global agribusiness operations
owned by the Cutrale family. Entities within the Cutrale Group
collectively make up one of the world's most highly regarded
agribusiness and juice companies in the world and one of the
world's leading orange juice processors for frozen concentrated
orange juice and not-from-concentrate fresh juices. The entities
within the Cutrale Group together account for over one-third of the
$5 billion orange juice market. The
global business operations of the entities within the Cutrale Group
include oranges, apples, peaches, lemons and soybeans. The
operations of the Cutrale Group entities have a vast network and
knowhow of farms, processing, technology, sourcing, distribution,
logistics, and marketing of juices and fruits.
About Safra Group
The Safra Group refers to an international network of companies,
businesses and operations controlled by Joseph Safra. The entities comprising the Safra
Group conglomerate collectively have assets under management of
over $200 billion and aggregate
stockholder equity of approximately $15.3
billion, operate banks and invest in other businesses across
North and South America,
Europe, the Middle East and Asia. Throughout these markets, entities
within the Safra Group have deep, long-term relationships with
major market participants, enabling the Safra Group to greatly
enhance the value of the competitive position of the businesses in
which any of the entities within the Safra Group invests.
Media Contact:
Jeremy
Fielding/Madisen Obiedo
Kekst and Company
(212) 521-4858/4866
Jeremy-Fielding@kekst.com / Madisen-Obiedo@kekst.com
Investor Contact:
Scott Winter / Arthur Crozier
Innisfree M&A Incorporated
(212) 750-5833
SOURCE Cutrale Group and Safra Group