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Chiquita Brands agrees to be acquired by Cutrale-Safra

Oct. 28, 2014
Chiquita Brands International Inc and the Cutrale-Safra group have announced a definitive merger agreement. Under the merger agreement, Cutrale-Safra will acquire all outstanding common shares of Chiquita for $14.50 per share in cash.

Chiquita Brands International Inc (NYSE: CQB) and the Cutrale-Safra group have announced a definitive merger agreement. Under the merger agreement, which has been unanimously approved by the Chiquita board of directors, Cutrale-Safra will acquire all outstanding common shares of Chiquita for $14.50 per share in cash.
The transaction combines Chiquita, one of the leading fresh produce companies, with Cutrale Group, a global agribusiness and juice company, and the Safra Group, a global financial services firm.
Cutrale-Safra stated: “We are pleased to make this long-term investment in Chiquita, one of the leading fresh produce companies in the world. It has impressive brand loyalty and recognition through its Chiquita and Fresh Express brands, providing the company with a strong competitive edge in the growing worldwide demand for high-quality fresh fruits and salads. Cutrale-Safra is committed to supporting Chiquita as it continues to build out the strength of its franchises. To ensure Chiquita has the premier and most sustainable platform in its sector, Chiquita will be able to access Cutrale-Safra’s substantial experience in all aspects of the fruit and juice value chain and extensive financial expertise. Chiquita will be able to take advantage of the vast knowledge of the Cutrale Group in farming, processing, technology, sourcing, distribution, logistics, and marketing. Furthermore, the  Safra Group’s highly regarded global reputation for business and  investment success, its knowledge of market conditions around the world, and its long-term relationships internationally all can add value to Chiquita and  further enhance its prospects. Cutrale-Safra is confident that Chiquita will have the capabilities necessary to grow its business and benefit its stakeholders, including employees, business partners, customers, distributors, and suppliers.”
The $14.50 per share consideration to be received by Chiquita shareholders represents a 33.8% premium to Chiquita’s closing price March 7, 2014, the last trading day prior to the announcement of Chiquita’s transaction with Fyffes plc. The transaction is valued at about $1.3 billion, including the assumption of Chiquita’s net debt.
This merger agreement between Cutrale-Safra and Chiquita provides for Cutrale-Safra to commence a tender offer and after the closing of the tender offer to acquire all remaining shares through a merger.
The transaction is subject to satisfaction of customary closing conditions and regulatory approvals and is expected to close by the end of 2014 or early 2015. Following the close of the transaction, Chiquita will become a wholly owned subsidiary of the Cutrale-Safra group and remain incorporated in New Jersey.
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