Fyffes is attempting to “hoodwink” investors in proposed merger partner Chiquita Brands International, the Brazilian bidders for the US produce giant have claimed this afternoon (26 September).
Earlier today (26 September) Chiquita and Fyffes revised the terms of their agreement to merge. Under the new terms, Chiquita investors would hold 59.6% of the combined company, up from the 50.7% first put forward when the companies announced their plan to merge.
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However, juice maker Cutrale Group and investment firm Safra Group have said the revised terms value the combined entity at US$11.82 per share, “well below” their $13 all-cash proposal for Chiquita alone, which the US company rejected.
Chiquita and Fyffes also decided to once again change the dates for their shareholders to vote on the plans. The votes had been scheduled for 3 October. However, Chiquita investors will now vote on the deal on 24 October, while Fyffes shareholders will be asked to approve the merger on 28 October.
Chiquita’s move to push back its investor vote “intentionally … disenfranchised a substantial number of present shareholders as they will not be able to vote at the October 24th meeting”, Cutrale and Safra said in a joint statement.
A revised bid from Cutrale and Safra could be on the horizon. Two weeks ago, Chiquita granted Cutrale and Safra access to its books. Both sides had been critical of each other but Chiquita had seen shareholder advisory groups urge its investors not to back the merger with Fyffes, given the interest from the Brazilian suitors. It granted the bidders access to its books, while standing by its plan to combine with the Ireland-based firm.
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By GlobalDataCutrale and Safra said today it was “moving forward with its due diligence” and expects to make an offer “as expeditiously as possible”.
However, the bidders were critical of the revised terms to the agreement between Chiquita and Fyffes.
The firms added in a joint statement: “Fyffes continues to use a game plan of trying to hoodwink Chiquita investors with ongoing rejiggered information, ranging from suddenly found cost savings to “illustrative” stock price valuations to rescrambled combination terms. None of this can disguise the fact that the Chiquita-Fyffes combination is highly flawed and fraught with risks for Chiquita shareholders”.
