Filed by Fyffes plc
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-6 under
the Securities Exchange Act of 1934
Subject Companies: Chiquita Brands International,
Inc. (Commission File No. 001-01550); Fyffes plc
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. 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. Chiquita and Fyffes have completed mailing the definitive 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 appeared 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 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 will be 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 will be 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 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, is contained in the definitive Proxy Statement/Prospectus/Scheme
Circular and the definitive First Supplement to the Proxy Statement/Prospectus/Scheme Circular 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 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 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 were 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 Fyffes accept responsibility
for the information contained in this announcement. 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.
***
The following announcement was issued by Fyffes plc on October
24, 2014.
Fyffes announces Termination of Transaction
Agreement with Chiquita
DUBLIN, Ireland – 24 October 2014 – Fyffes
plc (ESM: FFY ID: AIM: FFY LN) (“Fyffes”) today announced that it exercised its right to terminate the revised transaction
agreement with Chiquita Brands International, Inc. (NYSE: CQB) (“Chiquita”) announced on 26 September 2014. Pursuant
to the revised agreement, should Chiquita enter into a separate transaction agreement within nine months, Fyffes is entitled to
a termination fee of 3.5% of the total closing value of the issued share capital of Chiquita the day prior to such agreement.
David McCann, Fyffes Executive Chairman, commented:
“Fyffes remains the leading European banana company with
turnover in excess of €1 billion and a long and successful history of growth. Fyffes management team has a proven superior
track record of delivering shareholder value, as demonstrated by our consistently strong results in recent years and solid balance
sheet. We are confident Fyffes will remain at the forefront of the global produce industry. We will continue to focus on successfully
developing our business for the benefit of all stakeholders. We extend our gratitude to Ed Lonergan and the Chiquita team for their
professionalism during the process and wish them well in the future. We would like to thank all our team and advisors who have
worked tirelessly and diligently on this transaction."
Advisors
Lazard is acting as lead financial adviser to Fyffes. Simpson
Thacher & Bartlett LLP and Arthur Cox are acting as legal counsel to Fyffes. King & Wood Mallesons S J Berwin is acting
as antitrust adviser to Fyffes. Davy and Davy Corporate Finance are acting as corporate broker to Fyffes.
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 US, 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.
Contacts for Fyffes
Investors |
Seamus Keenan
Tel: + 353 1 887 2700
Email: skeenan@fyffes.com
|
Media |
Brian Bell
Wilson Hartnell PR
Tel: +353 1 669 0030
Email: brian.bell@ogilvy.com
Tripp Kyle or Blake Sonnenshein
Brunswick Group
Tel: +1 212-333-3810
|
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.
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. 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. Chiquita and Fyffes have completed mailing the definitive 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 appeared 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 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 will be 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 will be 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 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, is contained in the definitive Proxy Statement/Prospectus/Scheme
Circular and the definitive First Supplement to the Proxy Statement/Prospectus/Scheme Circular 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 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 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 were 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 Profit Forecast / Asset Valuations
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.
General
Lazard & Co Limited (“Lazard”),
which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial
adviser to Fyffes and no one else in connection with the matters described in this document, and will not be responsible for anyone
other than Fyffes for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters
referred to in this document. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard
in connection with this document, any statement contained herein or otherwise.
Davy and Davy Corporate Finance, each of
which is regulated in Ireland by the Central Bank of Ireland, are acting for Fyffes and no one else in relation to the matters
referred to herein. In connection with such matters, Davy and Davy Corporate Finance, their affiliates and their respective directors,
officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than
Fyffes for providing the protections afforded to their clients or for providing advice in connection with the matters described
in this document or any matter referred to herein.