Cutrale-Safra has put in a higher offer for Chiquita after its bid was rejected last week

Cutrale-Safra has put in a higher offer for Chiquita after its bid was rejected last week

Cutrale Group and Safra Group have returned to the bargaining table with an increased offer of US$14.50 per share for Chiquita Brands International.

The new offer is the third made for the US produce giant, which is looking to merge with Ireland's Fyffes.

Last week, the juice maker and private-equity firm upped its original bid from US$13 per share to US$14 per share. Chiquita rejected this, saying it was still not in the best interests of shareholder.

Cutrale and Safra said the latest offer represented a "compelling premium of approximately 14% compared to the closing price of Chiquita shares on October 22, 2014, a price that we believe substantially overstates the value of the Fyffes transaction as it is still very much incorporating support by the Cutrale-Safra offer".

Independent investor advisory firms have been divided over which is the more beneficial offer for Chiquita shareholders. On 20 October, Institutional Shareholder Services changed its decision on a previous recommendation that Chiquita should not push forward with plans to merge with Fyffes. Instead it advised its clients to vote 'for' the deal. A day later, Glass Lewis said it believed there were "greater options" than the ChiquitaFyffes deal and advised clients to vote against the merger.

Show the press release

CUTRALE-SAFRA SUBMITS UPDATED DEFINITIVE OFFER TO CHIQUITA BOARD OF $14.50 PER SHARE IN CASH

Offer represents significant premiums to both investment marketplace’s valuation of Chiquita-Fyffes transaction and to Chiquita’s current stock price New York, NY October 23, 2014 - Cutrale-Safra today announced it has submitted to the Chiquita Board of Directors an updated definitive offer to acquire all of the outstanding stock of Chiquita Brands International, Inc. (“Chiquita”) (NYCE:CQB) for $14.50 per share in cash. The $14.50 per share cash offer represents:

? a compelling premium of approximately 14% compared to the closing price of Chiquita shares on October 22, 2014, a price that we believe substantially overstates the value of the Fyffes transaction as it is still very much incorporating support by the Cutrale-Safra offer. Based on the trading value of the stock, it is the belief of Cutrale-Safra that the effective premium to the Fyffes transaction is now around or in excess of 20%;

? a highly attractive premium of over 44% to the investment marketplace’s valuation of the original proposed Chiquita transaction with Fyffes, based on Chiquita’s undisturbed closing price of $10.06 as of August 8, 2014;

? an approximately 23% premium to Chiquita’s adjusted stock price of $11.80, based on the revised Fyffes’ transaction;

? a multiple of approximately 12.5x Chiquita’s EBITDA, including the assumption of Chiquita net debt, for the twelve months ended June 30, 2014; and

? the highest comparable transaction multiple for an acquisition of this scale in the fresh produce sector based on the EBITDA multiples of comparable transactions.

Cutrale-Safra’s revised definitive offer will remain open until October 26, 2014, subject to certain termination events, that are identical to the Offer Termination Events contained in its October 20 Offer Letter. The Cutrale-Safra revised definitive offer is fully financed and not subject to any due diligence condition. Cutrale-Safra expects to be able to close its revised offer promptly following entry into the merger agreement Cutrale-Safra has provided Chiquita. Cutrale-Safra has informed the Chiquita Board that its senior management team, legal and financial advisors are available to discuss any aspect of Cutrale-Safra’s updated offer.

Original source: Cutrale-Safra