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|The Cutrale and Safra Groups Extend Tender Offer for Chiquita Brands International, Inc.|
NEW YORK, December 4, 2014 — The Cutrale and Safra Groups (“Cutrale-Safra”) today announce via its affiliate, Cavendish Acquisition Corporation, that the 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, will be extended until 12:00 midnight, New York City time, at the end of the day on Tuesday, December 23, 2014, unless further extended or terminated. All other terms and conditions of the tender offer, as amended, including the condition requiring certain antitrust approvals, remain unchanged.
Computershare Trust Company, N.A., the depositary for the tender offer, has advised that as of midnight, New York City time, at the end of the day on December 3, 2014, approximately 34,622,609 shares of Chiquita common stock (excluding 2,037,339shares of Chiquita common stock subject to notices of guaranteed delivery) had been validly tendered (and not validly withdrawn) pursuant to the tender offer, representing approximately 73.49percent of the outstanding shares of Chiquita common stock.
As of December 3, 2014, merger antitrust filings have been made with antitrust authorities in the United States of America (under the HSR Act), the European Union, Switzerland, Ukraine, Russia, Turkey, Ecuador and Costa Rica. On November 25, 2014, the antitrust authorities in Costa Rica notified the parties that Cutrale-Safra’s proposal as filed to acquire all outstanding shares of common stock of Chiquita is authorized in Costa Rica, and accordingly, all applicable consents and approvals for the proposed acquisition required under the applicable antitrust laws in Costa Rica have been received. On December 2, 2014, both the FTC and the DOJ granted early termination of the applicable waiting period under the HSR Act. Accordingly, the condition to the tender offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. On December 3, 2014, the 3rd Chamber of Supervision and Enforcement Department of the antitrust authorities in Turkey notified the parties that Cutrale-Safra’s proposal as filed to acquire all outstanding shares of common stock of Chiquita is authorized in Turkey, and accordingly, all applicable consents and approvals for the proposed acquisition required under the applicable antitrust laws in Turkey have been received.
The remaining antitrust filings are subject to customary review periods in each of the jurisdictions listed above. Cutrale-Safra, subject to the satisfaction of all conditions, presently expects to be in a position to accept shares of Chiquita common stock for payment no later than the first half of January 2015, although the acceptance time under the offer may be earlier upon receipt of early termination in appropriate jurisdictions.
About Chiquita Brands International, Inc.
About Cutrale Group
About Safra Group
No Offer or Solicitation
Important Additional Information Has Been Filed and Will Be Filed With The SEC
Cutrale-Safra Media Contact: Jeremy Fielding / Stef Goodsell