NEW YORK, Nov. 4, 2014 /PRNewswire/ -- The Cutrale and
Safra Groups ("Cutrale-Safra") today announced via its affiliate,
Cavendish Acquisition Corporation, the commencement of its
previously announced tender offer for all outstanding shares of
common stock of Chiquita Brands International, Inc. ("Chiquita")
(NYSE: CQB) at a price of $14.50 per
share, net to the seller in cash, without interest and subject to
any required withholding taxes. The tender offer is being made
pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of October 26,
2014, by and among Cavendish Global Limited, Cavendish
Acquisition Corporation, Chiquita and, solely for purposes of
Article IX of the Merger Agreement, Burlingtown UK LTD and Erichton
Investments Ltd. The offer is not subject to any financing
conditions.
The board of directors of Chiquita has unanimously determined
that the offer is fair and advisable and in the best interests of
Chiquita and its shareholders, and recommends that the shareholders
of Chiquita accept the offer and tender their shares.
The tender offer is scheduled to expire at 12:00 midnight,
New York City time, at the end of
the day on Wednesday, December 3,
2014, unless extended.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials that were filed by Cavendish Acquisition Corporation with
the SEC on November 4, 2014. In
addition, on November 4, 2014,
Chiquita filed with the SEC a Solicitation/Recommendation Statement
on Schedule 14D-9 relating to the offer, which will be mailed to
shareholders of Chiquita.
Following successful completion of the tender offer, any shares
not acquired in the tender offer will be acquired in a second-step
merger at the same $14.50 per share
cash price, without interest and subject to any required
withholding taxes. Closing of the tender offer is conditioned upon
customary closing conditions, including the expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, receipt of any other
antitrust approvals required to be received under the Merger
Agreement and there being validly tendered and not validly
withdrawn a number of shares of Chiquita common stock equal to a
majority of the total outstanding shares of Chiquita common stock
on a fully diluted basis (as determined under the Merger
Agreement).
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials, including Chiquita's Solicitation/
Recommendation Statement on Schedule 14D-9, are available free of
charge by contacting Innisfree M&A Incorporated, the
Information Agent, at (888) 750‑5834 (toll free) or
(212) 750‑5833 (call collect).
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 and 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 nearly 70 countries worldwide. For
more information, please visit www.chiquita.com.
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.
No Offer or Solicitation
This communication is not
intended to and does not constitute an offer to buy or the
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of Chiquita Brands International, Inc.
common stock is being made pursuant to the tender offer statement
on Schedule TO, including the offer to purchase and other related
materials, referenced below.
Important Additional Information Has Been Filed and Will Be
Filed With The SEC
In connection with the offer recently
commenced, an affiliate of Cutrale-Safra has filed a Tender Offer
Statement on Schedule TO, containing an offer to purchase, a form
of letter of transmittal and other related tender offer documents,
with the U.S. Securities and Exchange Commission (the "SEC"), and
Chiquita has filed a Solicitation/ Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. The Tender
Offer Statement filed by an affiliate of Cutrale-Safra and the
Solicitation/ Recommendation Statement filed by Chiquita is in the
process of being mailed to shareholders of Chiquita. INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, THE FORM OF LETTER OF TRANSMITTAL
AND OTHER TENDER OFFER RELATED DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND ANY
AMENDMENTS THERETO, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
shareholders are able to obtain free copies of the Tender Offer
Statement, the Solicitation/Recommendation Statement and other
documents filed with the SEC by Chiquita through the website
maintained by the SEC at www.sec.gov. In addition, investors and
shareholders are able to obtain free copies of the Tender Offer
Statement, the Solicitation/Recommendation Statement and other
documents filed with the SEC by Chiquita by contacting Chiquita
Investor Relations at: Chiquita Brands International, Inc., c/o
Corporate Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202 or from the
Information Agent named in the tender offer materials.
Forward-Looking Statements
This communication contains
certain "forward-looking statements" with respect to certain plans
and objectives of Chiquita and Cutrale-Safra with respect to the
proposed acquisition of Chiquita by Cutrale-Safra, the tender offer
and the related merger, including the timing of the completion of
the tender offer and the merger, under the merger agreement between
Chiquita and Cutrale-Safra. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. By their nature, forward-looking statements
involve known and unknown risks and uncertainties because they
relate to events and depend on circumstances that will occur in the
future. There are several factors which could cause actual plans to
differ materially from those expressed or implied in
forward-looking statements. Such factors include, but are not
limited to, the risk that the acquisition of Chiquita and the
tender offer and the merger may not be consummated in a timely
manner as a result of pending regulatory approvals. Neither
Chiquita nor Cutrale-Safra or Cavendish Acquisition Corporation
assumes any obligation to update the information contained in this
communication (whether as a result of new information, future
events or otherwise), except as required by applicable law.
Cutrale-Safra Media Contact:
Jeremy Fielding / Madisen Obiedo
Kekst and Company
(212) 521-4858/4866
jeremy-fielding@kekst.com / madisen-obiedo@kekst.com
Chiquita Contacts
Investors
Steve Himes
1 980-636-5636
shimes@chiquita.com
Media
Ed Loyd
1 980-636-5145
eloyd@chiquita.com
Kelly Sullivan, Averell Withers or Joe
Berg
Joele Frank, Wilkinson Brimmer
Katcher
1 212-355-4449
SOURCE The Cutrale Group; The Safra Group