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): October 21, 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)) |
As previously disclosed, on October 7, 2014,
a purported shareholder of Chiquita Brands International, Inc., a New Jersey corporation (“Chiquita”), filed a putative
class action in Federal Court in New Jersey challenging the proposed combination (the “Combination”) between Chiquita
and Fyffes plc (“Fyffes”). The case is captioned City of Birmingham Firemen's and Policemen's Supplemental Pension
System v. Chiquita Brands International Inc., et al., Case Number 14-6200-NLH-AMD (D.N.J.). Also as previously disclosed, on October
16, 2014, the judge in the case entered an order that, among other things, denied plaintiff’s request for expedited discovery
and required the parties to appear for a show cause hearing on October 23, 2014, on plaintiff’s application for a preliminary
injunction regarding the Combination.
On October 21, 2014, plaintiff voluntarily
withdrew its application for a preliminary injunction and notified the court that it will instead pursue a damages action. Chiquita
and its board of directors believe that the claims asserted against them by the plaintiff are without merit and will defend this
case vigorously.
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 revised transaction agreement with 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 U.S. Securities Act of
1933, as amended.
Important Additional
Information Has Been Filed and Will Be Filed With The SEC
Regarding the combination with Fyffes, 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. ChiquitaFyffes has filed with the SEC a post-effective amendment to the registration statement
on Form S-4 that includes a First Supplement to the Proxy Statement/Prospectus/Scheme Circular. The post-effective amendment to
the registration statement on Form S-4 was declared effective by the SEC on October 8, 2014. Each of Chiquita and Fyffes has completed
mailing the First Supplement to the Proxy Statement/Prospectus/Scheme Circular to each of the Chiquita shareholders that previously
received the Proxy Statement/Prospectus and to each of the Fyffes shareholders who appears on the register of shareholders as of
the date of the mailing. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING
THE SCHEME EXPLANATORY STATEMENT) , THE FIRST SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR AND OTHER RELEVANT DOCUMENTS
(INCLUDING A SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR DESCRIBING THE REVISED TERMS FOR THE FYFFES TRANSACTION)
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), the First Supplement to the Proxy Statement/Prospectus/Scheme
Circular 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), the definitive First Supplement to the Proxy Statement/Prospectus/Scheme Circular 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 and the
First Supplement to the Proxy Statement/Prospectus/Scheme Circular described above that were mailed to shareholders 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 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 and the First Supplement to the Proxy Statement/Prospectus/Scheme Circular that is included in the post-effective amendment
to the Registration Statement on Form S-4 that were filed with the SEC in connection with the combination and are contained in
the definitive Proxy Statement/Prospectus/Scheme Circular and in the definitive First Supplement to the Proxy Statement/Prospectus/Scheme
Circular that have been 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 communication. 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 communication for which they
accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
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:
October 21, 2014
|
CHIQUITA Brands International,
Inc. |
|
|
|
By: |
/s/ James E. Thompson |
|
|
James
E. Thompson Executive Vice President, General Counsel and Secretary |