Chiquita and Fyffes today announced that the Boards of Directors of both companies have unanimously approved a revised agreement for the proposed combination of Chiquita and Fyffes.
Under the terms of the amended agreement, Fyffes shareholders will now receive 0.1113 ChiquitaFyffes shares for each Fyffes share they hold and Chiquita shareholders will receive one ChiquitaFyffes share for each Chiquita share that they hold upon completion of the combination. At that time, Chiquita shareholders are expected to own approximately 59.6% of ChiquitaFyffes, an increase from 50.7% under the previous agreement, and Fyffes shareholders are now expected to own approximately 40.4% of ChiquitaFyffes, on a fully diluted basis.
The companies have also agreed to increase the termination fee payable to Fyffes from 1% to a more customary 3.5% of the total value of the issued share capital of Chiquita should the combination be terminated under certain specified circumstances as detailed in the amended agreement. In addition, under the revised agreement, Fyffes will also have the right to terminate the transaction agreement if Chiquita shareholder approval is not obtained on or prior to October 24th 2014. In such event, Fyffes may be entitled to a termination fee if Chiquita enters into another transaction within nine months.
“We are pleased with the increased value that these enhanced terms for Chiquita bring to our shareholders,” said Ed Lonergan, Chiquita’s CEO. “The Fyffes transaction is a natural strategic partnership that brings together two complementary companies to create a combined company that is better positioned to succeed in a highly competitive marketplace, while driving strong performance and value for shareholders as well as immediate benefits for customers and consumers worldwide.”
Chiquita’s Board has, subject to the existing terms of its agreement with Fyffes, reaffirmed its recommendation that Chiquita shareholders vote for the Fyffes transaction and the other related resolutions.
“The combination of Chiquita and Fyffes is strategic and compelling, creating the #1 banana company globally, with synergies that can only be achieved by these companies coming together,” said David McCann, Fyffes’ executive chairman. “This revised binding agreement, along with the additional synergies recently announced, reinforces our conviction that the Combination is the value-maximizing opportunity for both companies’ shareholders.”