Chiquita Shareholders Reject Fyffes Takeover Agreement

27 Oct 2014 --- Chiquita Brands International, Inc. have announced that based on the votes cast at the Company's Special Meeting of Shareholders held today Chiquita shareholders have not approved the revised transaction agreement with Fyffes plc. Accordingly, each of the parties has delivered notice to terminate the transaction agreement, and the proposed combination with Fyffes has lapsed for the purpose of the Irish Takeover Rules.

In addition, Chiquita said that it expects to enter into discussions with the Cutrale/Safra Group regarding Cutrale / Safra's revised offer to acquire all of the outstanding stock of Chiquita for $14.50 per in cash.

"We appreciate the consideration and perspectives of all Chiquita shareholders who participated in this process," said Edward F. Lonergan, President and Chief Executive Officer of Chiquita. "Given today's results, we have determined to terminate the agreement with Fyffes and to engage with Cutrale / Safra regarding its revised offer. I want to thank David McCann and the entire Fyffes team for their efforts throughout this process. While we are convinced they would have been a strong merger partner, we will now go forward as competitors. We would also like to express our gratitude to Chiquita's employees for their hard work and dedication on behalf of Chiquita and our customers."

Chiquita notes that no definitive agreement with Cutrale / Safra has been reached and there can be no assurances that any transaction will result from these discussions. Chiquita does not expect to update the market with any further information unless and until the Board has reached a final decision.

The Fyffes deal, first announced in March, would have created the world's largest banana supplier, with $4.6bn in annual revenues.

Chiquita had said ahead of the meeting that that it would only enter talks with Cutrale, a fruit juice producer, and investment bank Safra if its shareholders rejected the deal with Fyffes.

The US company said it was possible that no agreement with the Brazilian groups would result from the talks.

Dublin-based Fyffes employs about 12,000 people worldwide, while Charlotte, North Carolina-headquartered Chiquita has 20,000 workers.

When the deal was announced, US and Irish law would have permitted Chiquita to move its headquarters to the Republic of Ireland, where it would be subject to a lower tax rate than.

However, the Irish and US governments have since announced plans to make it much harder for companies to take advantage of these so-called tax inversions.