CHARLOTTE, N.C. and DUBLIN, Ireland, July 28, 2014
(GLOBE NEWSWIRE) -- Chiquita Brands International, Inc. (NYSE:CQB)
("Chiquita") and Fyffes plc (ESM:
FFY ID: AIM: FFY LN) ("Fyffes")
today announced that the registration statement on Form S-4 filed
with the U.S. Securities and Exchange Commission ("SEC") by
ChiquitaFyffes Limited, a private limited company organized under
the laws of Ireland ("ChiquitaFyffes") on April 30, 2014, and
subsequently amended (the "Form S-4"), which includes a proxy
statement of Chiquita, a prospectus of ChiquitaFyffes and an Irish
scheme circular of Fyffes, was declared effective on Friday, July
25, 2014.
The companies also announced that they have each
scheduled shareholder meetings for Wednesday, September 17, 2014 in
connection with the proposed combination of Chiquita and Fyffes. In
addition to the receipt of respective shareholder approvals, the
transaction remains subject to other customary closing conditions,
including receipt of certain additional regulatory clearances.
Subject to the timely satisfaction of those conditions, Chiquita
and Fyffes plan to complete the combination before the end of
2014.
Chiquita's special meeting of shareholders will be
held on September 17, 2014 at 9:00 a.m. local time, at NASCAR
Plaza, 550 South Caldwell Street, Charlotte, North Carolina.
This meeting is being held to seek shareholder approval of
the transaction agreement and the merger and related matters.
There will be two special meetings of Fyffes
shareholders on September 17, 2014 in connection with the
combination. Both meetings will be held at the Clyde Court
Hotel, Lansdowne Road, Dublin 4. The first meeting, which is
convened by order of the Irish High Court, will be held at 10:00
a.m. (Irish time). Immediately following this meeting, an
extraordinary general meeting of Fyffes shareholders will be held
at 10:30 a.m. (Irish time) (or, if later, as soon as possible after
the conclusion or adjournment of the first meeting). Both meetings
are being held to seek shareholder approval of the scheme of
arrangement in accordance with Irish law, and the approval of
related matters by the Fyffes shareholders will also be sought at
the extraordinary general meeting.
Chiquita's shareholders of record at the close of
business on Monday, August 4, 2014, will be entitled to vote at the
Chiquita shareholder meeting. Fyffes shareholders of record at
6:00 p.m. (Irish time) on Monday, September 15, 2014, will be
entitled to vote at Fyffes shareholder meetings.
Chiquita expects to begin mailing a proxy
statement/prospectus to its shareholders, and Fyffes expects to
begin mailing the same proxy statement/prospectus which contains an
Irish scheme circular to its shareholders, in the coming days,
promptly following the record date for the Chiquita shareholder
meeting. The proxy statement/prospectus and the Irish scheme
circular will provide information for shareholders of both
companies, as well as instructions for shareholders on voting.
ABOUT CHIQUITA BRANDS
INTERNATIONAL, INC.
Chiquita Brands International, Inc. (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 the corporate web site at www.chiquita.com.
ABOUT FYFFES
PLC
Fyffes plc (ESM: FFY ID: AIM: FFY LN) is a leading
international importer and distributor of tropical produce. With
annual turnover in excess of $1.5 billion1, 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.
1 Includes
share of revenue of Fyffes joint ventures of $342 million.
NO OFFER OR
SOLICITATION
This announcement 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 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. In the coming days, Chiquita and
Fyffes will mail 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 will be 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
will be 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, will be 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 announcement 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 will be contained in the
definitive Proxy Statement/Prospectus/Scheme Circular to be 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 document.
No statement in this announcement 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 announcement
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.
DEALING DISCLOSURE
REQUIREMENTS
Under the provisions of Rule 8.3 of the Irish
Takeover Rules, if any person is, or becomes, "interested"
(directly or indirectly) in 1% or more of any class of "relevant
securities" of Fyffes or Chiquita, all "dealings" in any "relevant
securities" of Fyffes or Chiquita (including by means of an option
in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by not later than 3:30 p.m.
(Irish time) on the "business day" following the date of the
relevant transaction. This requirement will continue until the date
on which the Scheme becomes effective or on which the "offer
period" otherwise ends. If two or more persons co-operate on the
basis of any agreement either express or tacit, either oral or
written, to acquire an "interest" in "relevant securities" of
Fyffes or Chiquita, they will be deemed to be a single person for
the purpose of Rule 8.3 of the Irish Takeover Rules. Under the
provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings"
in "relevant securities" of Fyffes by Chiquita or "relevant
securities" of Chiquita by Fyffes, or by any person "acting in
concert" with either of them must also be disclosed by no later
than 12 noon (Irish time) on the "business day" following the date
of the relevant transaction.
A disclosure table, giving details of the
companies in whose "relevant securities" "dealings" should be
disclosed can be found on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie. "Interests in securities" arise, in
summary, when a person has long economic exposure, whether
conditional or absolute, to changes in the price of securities. In
particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of
any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules,
which can be found on the Irish Takeover Panel's website.
If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, please consult
the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020; fax number +353 1 678 9289.
GENERAL
The release, publication or distribution of this
announcement in or into certain jurisdictions may restricted by the
laws of those jurisdictions. Accordingly, copies of this
announcement and all other documents relating to the combination
are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved
in the proposed combination disclaim any responsibility or
liability for the violations of any such restrictions by any
person.
Any response in relation to the combination should
be made only on the basis of the information contained in the Proxy
Statement/Prospectus/Scheme Circular or any document by which the
combination, including the Scheme, are made. Chiquita shareholders
and Fyffes shareholders are advised to read carefully the formal
documentation in relation to the proposed combination once the
Proxy Statement/Prospectus/Scheme Circular has been dispatched.
Goldman, Sachs & Co., Goldman Sachs
International and affiliates ("Goldman
Sachs") is acting as financial adviser to Chiquita and no
one else in connection with the combination and will not be
responsible to anyone other than Chiquita for providing the
protections afforded to clients of Goldman Sachs or for providing
advice in relation to the combination, the contents of this
announcement or any transaction or arrangement referred to herein.
Neither Goldman Sachs 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 Goldman Sachs in connection
with this announcement, any statement contained herein or
otherwise.
Wells Fargo Securities, LLC is acting as financial
adviser to the Chiquita board of directors and no one else in
connection with the combination and will not be responsible to
anyone other than Chiquita for providing the protections afforded
to clients of Wells Fargo Securities, LLC or for providing advice
in relation to the combination, the contents of this announcement
or any transaction or arrangement referred to herein. Neither Wells
Fargo Securities, LLC 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 Wells Fargo Securities, LLC in
connection with this announcement, any statement contained herein
or otherwise.
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 announcement, 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 announcement.
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
announcement, 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, its 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.
CONTACT: Contacts for Chiquita
Investors
Steve Himes
Tel: +1 980-636-5636
Email: shimes@chiquita.com
Media
Ed Loyd
Tel: +1 980-636-5145
Email: eloyd@chiquita.com
Contacts for Fyffes
Investors
Seamus Keenan
Tel: + 353 1 887 2700
Email: skeenan@fyffes.com
Media
Wilson Hartnell PR
Brian Bell
Tel: +353 1 669 0030
Email: brian.bell@ogilvy.com
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Chiquita Brands International, Inc. via
Globenewswire
HUG#1840494