Facing Rival Bid, Fyffes Sweetens Offer for Chiquita in Merger Deal

In a not entirely surprising announcement made on Friday, September 26th, Chiquita Brands International Inc (NYSE:CQB) and Fyffes (LON:FFY) (OTCMKTS:FYFFF) of Ireland said they have revised the terms of their merger agreement in favor of Chiquita shareholders. Fyffes shaeholders will now receive .1113 of a share in the new entity per share held, whereas the company’s shareholders will receive shares on as one to one basis.

That means Chiquita shareholders would end up owning 59.6% of the new merged entity, up from 50.7% under the initial agreement. The merger, which was announced in March, will make the company the largest global producer of bananas, ending the Dole Food Company Inc (NYSE:DOLE)’s multi-decade long run as the top banana producer.

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More on the Chiquita deal

The companies also noted that they have also agreed to increase the termination fee payable to Fyffes (LON:FFY) (OTCMKTS:FYFFF) if the deal collapses to 3.5% of the total value of Chiquita Brands International Inc (NYSE:CQB)’s issued shares, up from 1 percent.

For North Carolina-based Chiquita, the deal with Fyffes would be a controversial tax inversion, allowing the to move its tax domicile to Ireland, cutting its tax bill and providing easier access to its cash held abroad.

“We are pleased with the increased value that these enhanced terms for Chiquita bring to our shareholders,” Ed Lonergan, Chiquita Brands International Inc(NYSE:CQB)’s CEO, commented in Friday’s statement.

Brazilian group offering rival bid

However, the Chiquita – Fyffes deal is being challenged by two Brazilian suitors. The Cutrale Group, a wholesale orange juice supplier, and the Safra Group, a private bank, came together and offered in August to buy Chiquita Brands International Inc (NYSE:CQB) for $13 a share. Chiquita initially rejected the offer, but shares of Chiquita jumped and two major shareholder advisory services then recommended that Chiquita shareholders vote against the deal with Fyffes.

Of interest, a couple of weeks ago, Chiquita Brands International Inc (NYSE:CQB) said it would also engage in discussions with the Cutrale-Safra group and pushed backed its shareholder meeting, to Oct. 3 from Sept. 17. Today it was announced that the shareholder meeting has been delayed again, this time until to October 24th.