Chiquita Shareholders Urged to Vote the Cutrale-Safra GOLD Proxy Card to Have
a Riskless Option to Realize Unquestionably Superior Value for Their Chiquita
Shareholders Urged to Vote "AGAINST" the Fyffes Transaction Proposal and the
Related Fyffes Proposals
Shareholders Urged to Vote "FOR" the Cutrale-Safra Negotiation Proposal and
URGE the Chiquita Board to Engage With Cutrale-Safra
NEW YORK, Aug. 28, 2014
NEW YORK, Aug. 28, 2014 /PRNewswire/ -- Cutrale-Safra today announced the
commencement of the mailing of their definitive proxy statement filed with the
SEC on August 28, 2014 (the "Cutrale-Safra Proxy Statement") in advance of the
Special Meeting of Shareholders of Chiquita Brands International, Inc. (NYSE:
CQB; "Chiquita") scheduled for September 17^th.
The Cutrale-Safra Proxy Statement includes a letter to Chiquita shareholders
from Cutrale-Safra, a copy of which is provided below, as well as detailed
reasons why Chiquita shareholders should vote AGAINST the Fyffes transaction
proposal and vote FOR the Cutrale-Safra negotiation proposal, using the GOLD
Letter to Chiquita Shareholders from Cutrale-Safra
The following letter was included in the proxy materials mailed to
Cavendish Acquisition Corporation
Cavendish Global Limited
c/o 830 Bear Tavern Road
West Trenton, New Jersey 08628
August 28, 2014
Dear Chiquita Shareholder,
Affiliates of the Cutrale Group and the Safra Group ("Cutrale-Safra") have
made a proposal to acquire at $13 cash per share all the outstanding shares of
Chiquita Brands International, Inc. ("Chiquita"). This proposal (the
"Cutrale-Safra proposal") is unquestionably superior to the proposed
transaction with Fyffes plc ("Fyffes") and provides compelling value to
Cutrale-Safra is Asking for Your Support at the Upcoming Chiquita Special
Meeting of Shareholders so Chiquita Shareholders Have the Opportunity to
Realize Superior Value Offered by the Cutrale-Safra Negotiation Proposal
In the proposed Fyffes combination, the Chiquita shareholders receive no
premium, no operational control and are exposed to substantial risks inherent
to that deal. We believe Chiquita shareholders have already demonstrated their
disappointment in that deal by valuing the combined company at $10.06 per
share, the closing sales price for Chiquita shares the last trading day before
the announcement of the Cutrale-Safra proposal. This $10.06 per share price is
actually a 7% discount to the unaffected price of Chiquita shares prior to the
announcement of the proposed Fyffes combination, which means the Chiquita
shareholders are valuing the combined company even lower than Chiquita on a
On the other hand, our all-cash proposal values Chiquita at $13 per share and
represents an attractive premium of 29.2% to the $10.06 per share price. This
highly compelling premium exceeds the median premium of 23.9% paid in
comparable public precedent transactions. At a 11.8x multiple of Chiquita's
reported adjusted EBITDA for the last 12 months ended June 30, 2014, the
Cutrale-Safra proposal represents the highest comparable transaction multiple
for an acquisition of this scale in the fresh produce sector.
Without so much as reaching out to us on our highly superior proposal, the
Chiquita Board of Directors (the "Chiquita Board") simply rejected the
Cutrale-Safra proposal as "inadequate, uncertain and not in the best interests
of Chiquita shareholders". As a consequence, Cutrale-Safra is directly
soliciting your votes to ensure that you will be able to preserve the option
to realize unquestionably superior value on your Chiquita shares without
risking the proposed Fyffes combination.
In order to preserve your optionality, you must VOTE "FOR" the Cutrale-Safra
negotiation proposal at the Special Meeting of Shareholders on September 17,
2014, and you must VOTE "AGAINST" the proposed Chiquita-Fyffes transaction
Cutrale–Safra is Offering Chiquita Shareholders a Riskless Path to Realize
Value if the Chiquita Board Engages with Cutrale-Safra
oThere is NO RISK, only upside, for Chiquita shareholders in the Chiquita
Board engaging with Cutrale-Safra.
oVote AGAINST the Fyffes transaction proposal and FOR the Cutrale-Safra
negotiation proposal so that Chiquita can adjourn the Special Meeting in
compliance with the Chiquita-Fyffes transaction agreement.
oIf FOR ANY REASON a deal is not concluded between the Chiquita Board and
Cutrale-Safra during the adjournment period, Chiquita shareholders can
still proceed with the proposed Fyffes combination.
oUnder the Chiquita-Fyffes transaction agreement, Fyffes cannot walk away
during the adjournment period so long as Chiquita continues to honor its
obligations (which it can do while negotiating with us).
VOTETHE GOLD PROXY CARD TO HAVE THE OPPORTUNITY TO REALIZE UNQUESTIONABLY
SUPERIOR VALUE FOR YOUR CHIQUITA SHARES
Vote AGAINST the Fyffes transaction proposal and the related Fyffes proposals
Vote FOR the Cutrale-Safra negotiation proposal
What Does Cutrale-Safra Plan to Do at the Special Meeting?
If Cutrale-Safra receives sufficient proxies to vote AGAINST the proposed
Fyffes combination to cause the vote for the proposed Fyffes combination to
fail at the September 17 Special Meeting, and if the Chiquita Board has
publicly announced that it will be engaging with Cutrale-Safra in discussions,
Cutrale-Safra will move to adjourn the Special Meeting prior to any vote being
taken on the proposed Chiquita-Fyffes transaction. In our definitive proxy
statement filed August 28, 2014, we refer to this as the "Cutrale-Safra
It is important to Cutrale-Safra that the Chiquita Board engages or publicly
announces its intent to engage with Cutrale-Safra with respect to the
Cutrale-Safra proposal on or prior to the date of the Special Meeting.
Cutrale-Safra will not make a motion to adjourn the Special Meeting if the
Chiquita Board has not otherwise signaled its willingness to engage with us.
In addition to voting its proxies as described above, Chiquita shareholders
should urge the Chiquita Board to engage with Cutrale-Safra so that the
Special Meeting can be adjourned without risking the proposed Fyffes
Chiquita Shareholders Have Every Reason to be Concerned that the Proposed
Fyffes Combination Favors Fyffes Shareholders at the Expense of Chiquita
Here are the facts:
oChiquita paid Fyffes shareholders a significant economic premium AND ceded
operating control of the combined company to Fyffes management:
oThe proposed Fyffes combination offers no premium to Chiquita
shareholders, but values Fyffes shares at a premium of up to 45-67%.
oFyffes management is filling the key management positions in the
oShareholders seem to recognize that Fyffes got the better bargain based on
investment market reaction to the announcement of the proposed Fyffes
oSince March 10, 2014, the date of the announcement of the proposed
Fyffes combination and up until the time of the Cutrale-Safra
proposal announcement, Chiquita's stock price has declined by 7.2%,
as compared to closest publicly traded comparable Fresh Del Monte's
stock price which has increased 13.5% during the same time period.
oFyffes' stock price, on the other hand, appreciated by 21% during the
same time period.
oThe Chiquita Board ran a faulty sale process that did not result in
maximum long-term value for Chiquita shareholders.
oBy its own admission in its definitive proxy statement, Chiquita had
been unsuccessfully looking for a buyer for many years.
oEven though Cutrale is a natural owner of Chiquita, the Chiquita
Board never contacted either Cutrale or Safra during its search for a
potential strategic buyer.
oThe Cutrale-Safra proposal is evidence that a premium is available
for the Chiquita shareholders had the Chiquita Board run a better
Chiquita Shareholders Have Suffered from the Chiquita Board's Record of Value
Destruction and Poor Strategic Decisions. Why Would It Be Any Different This
Consider the following:
oChiquita's stock price has underperformed relative to peers in the last 10
years. While Chiquita's stock price declined by 47% during the ten years
ended August 8, 2014, total shareholder return (inclusive of dividends)
only decreased by 17% for Dole Foods and has actually increased by 39% for
Fresh Del Monte.
oThe 2005 Fresh Express acquisition failed under Chiquita's ownership.
oFresh Express was acquired for $855 million in 2005 and at the time,
former Chiquita CEO Fernando Aguirre told shareholders it was "the
most important strategic and transformation move the company has made
in decades." Since then, Chiquita has taken over $555 million of
impairment charges related to Fresh Express.
oFresh Express' sales and profits have declined meaningfully and the
operating income margins have been disappointing.
oChiquita has consistently missed the Wall Street consensus earnings
estimates after putting out overly optimistic earnings guidance.
oChiquita's actual earnings were 31%, 54% and 27% below consensus
estimates in 2011, 2012 and 2013, respectively.
The August 27, 2014 Announcements and Investor Presentation by Chiquita and
Fyffes Cast Further Doubt on the Judgment and Credibility of the Chiquita
Shareholders should find it curious that Chiquita and Fyffes have suddenly
discovered an additional $20 million of alleged synergies for the proposed
Fyffes combination, as well as additional cost savings of $14-15million for
Chiquita, following receipt of the Cutrale-Safra proposal and just weeks
before the Special Meeting. Shareholders should know well that Chiquita has an
established track record of setting overly rosy expectations that are not
borne out. Moreover, even if it were in fact true that Chiquita and Fyffes had
identified more areas for potential synergies, this does not mean that the
integration risks the proposed Fyffes combination faces have diminished.
Chiquita admits as the first risk factor in its definitive proxy statement
that combining two independent business is a complex, costly and
time-consuming process which, if implemented ineffectively, would preclude
realization of the full benefits expected by Chiquita and Fyffes. Why, given
Chiquita's record, should shareholders have any confidence that Chiquita and
Fyffes would be able to successfully integrate the two businesses so that they
are able to achieve the full $40 million of synergies initially reported, much
less the additional $20 million they appear to have unearthed after many
Cutrale-Safra found most of Chiquita's investor presentation to be a mere
reiteration of existing information that the market had already absorbed when
the stock was trading at $10.06 per share. In fact, we found some of the new
information and data points contained in the Investor Presentation not to be
very credible. We have filed a short presentation with the SEC today that
focuses on the statements in the Chiquita Investor Presentation that we found
were misleading for Chiquita shareholders.
Chiquita Shareholders Should Want the Chiquita Board to Engage in Discussions
with Cutrale-Safra about its $13 Per Share All Cash Proposal
Not only does the Cutrale-Safra proposal offer cash certainty and a compelling
premium, we are confident that the Cutrale-Safra proposal will constitute a
"Chiquita Superior Proposal" under the Chiquita-Fyffes transaction agreement.
The Cutrale Group, one of the most highly regarded agribusiness and juice
companies in the world, and the Safra Group, with its strong track record of
successful investments in major global industries, are the natural owners of
Chiquita, providing highly compelling strategic rationale and expertise. In
addition, Cutrale-Safra is confident that, with the Chiquita Board's timely
engagement, the Cutrale-Safra proposed transaction can be closed before the
end of the year, without the execution risk and uncertainty inherent in the
VOTE YOUR GOLD PROXY CARD TO HAVE THE OPPORTUNITY TO REALIZE UNQUESTIONABLY
SUPERIOR VALUE WITHOUT RISKING THE PROPOSED FYFFES COMBINATION
Vote AGAINST the Fyffes transaction proposal and the related Fyffes proposals
Vote FOR the Cutrale-Safra negotiation proposal
URGE the Chiquita Board to engage with Cutrale-Safra
We thank you for your support.
Cavendish Acquisition Corporation and Cavendish Global Limited
Mailing of the Cutrale-Safra Proxy Statement has commenced and hard copies
will arrive in shareholders' mailboxes in due course.
VOTE "AGAINST" THE FYFFES TRANSACTION PROPOSAL AND THE RELATED FYFFES
PROPOSALS AND VOTE "FOR" THE CUTRALE-SAFRA NEGOTIATION PROPOSAL BY TELEPHONE
OR INTERNET OR BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD
IN THE POSTAGE-PAID ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF YOUR PROXY
CARD IS MAILED IN THE UNITED STATES. WE URGE YOU TO VOTE BY TELEPHONE OR
INTERNET OR BY SIGNING, DATING AND RETURNING THE GOLDPROXY CARD ENCLOSED IN
THE CUTRALE-SAFRA PROXY STATEMENT.
Stef Goodsell / Madisen Obiedo
Kekst and Company
Stef-Goodsell@kekst.com / Madisen-Obiedo@kekst.com
Scott Winter / Arthur Crozier
Innisfree M&A Incorporated
Cavendish Global Limited and Cavendish Acquisition Corporation, which are
jointly owned by an affiliate of the Cutrale Group, Burlingtown UK LTD
("Burlingtown"), and an affiliate of the Safra Group, Erichton Investments
Ltd. ("Erichton" and, together with Burlingtown and Cavendish,
"Cutrale-Safra"), their respective directors, executive officers and certain
employees, and Burlingtown and Erichton, may be deemed, under rules of the
Securities and Exchange Commission ("SEC"), to be participants in the
solicitation of proxies from Chiquita shareholders in connection with
Chiquita's Special Meeting of Shareholders. Information about the interests in
Chiquita of Cutrale-Safra and their respective directors, executive officers
and employees are set forth in a definitive proxy statement that was filed
with the SEC on August 28, 2014, as it may be amended from time to time (the
Investors are urged to read the Cutrale-Safra Proxy which is available now,
and any other relevant documents filed with the SEC when they become
available, because they contain (or will contain) important information. The
Cutrale-Safra Proxy, and any other documents filed by Cutrale-Safra with the
SEC, may be obtained free of charge at the SEC web site at www.sec.gov. The
Cutrale-Safra Proxy and such other documents may also be obtained free of
charge by contacting Innisfree at: (212) 750-5833 or 501 Madison Avenue, 20th
Floor, New York, New York 10022.
About Cutrale Group
The Cutrale Group is one of the most highly regarded agribusiness and juice
companies in the world. It is one of the world's leading orange juice
processors for frozen concentrated orange juice and not-from-concentrate fresh
juices, accounting for over one-third of the $5 billion orange juice market.
The Cutrale Group's global business operations include oranges, apples,
peaches, lemons and soybeans. Cutrale Group operations have a vast network and
knowhow of farms, processing, technology, sourcing, distribution, logistics,
and marketing of juices and fruits.
About Safra Group
The Safra Group is an international group of companies and assets controlled
by Joseph Safra. The Safra Group, with assets under management of over $200
billion and aggregate stockholder equity of approximately $15.3 billion,
operates banks and invests in other businesses across North and South America,
Europe, the Middle East and Asia. Throughout these markets, Safra has deep,
long-term relationships with major market participants, enabling it to greatly
enhance the value of the competitive position of the businesses in which it
SOURCE Cutrale Group and Safra Group
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