© 2011 Chiquita Brands L.L.C. All Rights Reserved.
|Chiquita Brands International, Inc. And Fyffes Plc To Combine To Create Leading Global Produce Company|
Chiquita is a leading international marketer and distributor of nutritious and high-quality fresh food products, including bananas, packaged salads and healthy snacks. Chiquita has a global presence with operations in 70 countries, a sizable presence in the U.S. market and widely recognized brands including Chiquita Bananas® and Fresh Express®.
"This is a milestone transaction for Chiquita and
"This deal will be transformative and offer exciting opportunities for the new business. We are looking forward to working with the Chiquita team to build a combined company which is well positioned to succeed in our highly competitive marketplace and which will create significant value for our shareholders," said
Strategic and Financial Benefits of Transaction
The combination of Chiquita and
Under the terms of the Transaction Agreement,
The transaction values the entire issued and to be issued share capital of
On completion of the transaction, Chiquita shareholders will own approximately 50.7% of ChiquitaFyffes, and
The scheme and the merger are subject to approval by
Chiquita is a leading international marketer and distributor of bananas, salads, other fruits and healthy snacking products. It is headquartered in
ChiquitaFyffes is currently a private limited company incorporated in
On the consummation of the scheme transaction (a)
The directors of Chiquita accept responsibility for the information contained in this announcement other than that relating to
The directors of
Davy and Davy Corporate Finance each of which is regulated in
This release should be read in conjunction with the full text of the Announcement. Appendix I to the Announcement contains further details of the sources of information and bases of calculations set out in the Announcement; Appendix II to the Announcement contains definitions of certain expressions used in this summary and in the Announcement; and Appendix III to the Announcement contains the Conditions of the Scheme Transaction and the Scheme. Appendix IV sets out the report from
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 Combination 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.
Important Additional Information will be filed with the
ChiquitaFyffes will file with the
Participants in the Solicitation
Cautionary Statement Regarding Forward-Looking Statements
This press release and related announcement contain certain statements that are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita and
With respect to the transaction, these factors include, but are not limited to: risks and uncertainties relating to the ability to obtain the requisite
These risks, as well as other risks associated with the transaction, will be more fully discussed in the Proxy Statement/Prospectus/Scheme Circular that will be included in the Registration Statement on Form S-4 that will be filed with the
No Profit Forecast / Asset Valuations
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
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
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the
If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the
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 Scheme Transaction 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 Scheme Transaction disclaim any responsibility or liability for the violations of any such restrictions by any person.
Any response in relation to the Scheme Transaction should be made only on the basis of the information contained in the Scheme Circular or any document by which the Scheme Transaction and the Scheme are made. Chiquita shareholders and
Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this announcement will be available to Chiquita employees on Chiquita's website (www.Chiquita.com) and Fyffes employees on Fyffes website (www.Fyffes.com).
Announcement with the inclusion of its report and context in which it is included.
The synergy and earnings enhancement statements in this section should not be construed as a profit forecast or interpreted to mean that the earnings of ChiquitaFyffes in 2015, or in any subsequent period, would necessarily match or be greater than or be less than those of Chiquita and/or
References to market position in this release are based upon the parties' estimates of volumes sold.
1 Figure represents pro-forma combined 2013 revenue (including share of revenue of
2 There are various material assumptions underlying the synergies estimate which may result in the synergies being materially greater or less than estimated. The estimates should therefore be read in conjunction with the bases and assumptions for these synergy numbers which are set out in Appendix I of the transaction announcement issued by Chiquita and
3 See preceding footnote.
4 Includes share of revenue of
Investors: Steve Himes, Tel: +1 980-636-5636, Email: email@example.com, or Media: Ed Loyd, Tel: +1 980-636-5145, Email: firstname.lastname@example.org, or Contacts for Fyffes: Investors: Seamus Keenan, Tel: + 353 1 887 2700, Email: email@example.com, or Media: Wilson Hartnell PR, Brian Bell, Tel: +353 1 669 0030, Email: firstname.lastname@example.org