NEVER BET AGAINST A BRAZILIAN WITH DEEP POCKETS : Cutral-Safra acquires Chiquita Brands "Lock, Stock & Barrel" ...
Chiquita's $1.3 billion merger with Cutrale-Safra
October 27, 2014
Chiquita Brands International Inc. and the Cutrale-Safra group announced a definitive merger agreement under which Cutrale-Safra will acquire all outstanding common shares of Chiquita for $14.50 per share in cash — approximately $1.3 billion, including the assumption of Chiquita’s net debt.
The transaction is expected to close by the end of 2014 or early 2015, at which point Chiquita will become a wholly owned subsidiary of the Cutrale-Safra group. It will remain incorporated in New Jersey.
In early March, Chiquita announced a merger with Ireland-based Fyffes; however, Cutrale-Safra entered the conversation in August, when the pair of companies contacted Chiquita with an unsolicited $611 million buyout. That offer, as well as a second made by Cutrale-Safra, was rejcted.
Executives at Chiquita were in favor of the Fyffes deal as recently as the morning of Friday, Oct. 24, when Kerrii B. Anderson, chairwoman of the Chiquita board of directors, and Ed Lonergan, Chiquita`s chief executive officer, said, "Chiquita's board continues to believe in the long-term value of the ChiquitaFyffes merger and does not believe that the $14.50 offer from Cutrale/Safra is superior to the potential combination."
The Fyffes deal was voted down at a shareholder meeting later that morning, at which time the board continued discussions with Cutrale-Safra.
The transaction combines Chiquita with Cutrale Group, an agribusiness and juice company, and the Safra Group, a global financial services firm with a strong track record of successful investments.
“We are pleased to make this long-term investment in Chiquita, one of the leading fresh produce companies in the world," Cutrale-Safra said in a press release.
"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."
According to the release, 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, and it will be able to take advantage of Cutrale Group's knowledge of farming, processing, technology, sourcing, distribution, logistics and marketing.
“This transaction demonstrates our board’s commitment to maximizing shareholder value and underscores the significant progress Chiquita has achieved over the past couple of years in our financial and operational performance,” Lonergan said in the press release.
“We are pleased with the substantial value and significant all-cash premium we have delivered through this exciting agreement with the Cutrale Group and the Safra Group."
"Through the due diligence process, we developed a tremendous amount of respect for the entire Cutrale-Safra team, especially their knowledge and understanding of global agribusiness, shipping and manufacturing," Lonergan said in the release.
"'Chiquita' and 'Fresh Express' are some of the most recognizable brands in the sector, and we are confident that Cutrale-Safra will be good stewards of the business moving forward. We look forward to working with Cutrale-Safra to ensure a smooth transition and complete the transaction as expeditiously as possible. We would once again like to express our sincere gratitude to Chiquita’s employees around the world for their hard work and dedication on behalf of Chiquita and our customers.”