Chiquita Sticks With Fyffes as Cutrale-Safra Bid Rejected

Chiquita Brands International Inc. (CQB), owner of the namesake banana label, said it will continue with its planned purchase of Irish competitor Fyffes Plc (FFY) after rejecting an unsolicited $611 million takeover proposal from Cutrale Group and Safra Group.

Chiquita remains committed to completing the pending Fyffes deal, the Charlotte, North Carolina-based company said in a statement yesterday. The Aug. 11 offer of $13 a share from Brazil’s Cutrale and Safra is “inadequate” and not in the best interests of shareholders, it said.

“Chiquita has determined not to furnish information to, and have discussions and negotiations with, the Cutrale Group and the Safra Group at this time,” the producer said in the statement.

Cutrale, a closely held juice maker controlled by Brazil’s Jose Luis Cutrale, partnered with banks owned by Joseph Safra, the country’s second-richest man, to challenge the Fyffes deal. The buyout proposal was 29 percent more than Chiquita’s closing share price on Aug. 8, the last trading day before the offer, and is worth $1.23 billion including assumption of net debt, according to data compiled by Bloomberg.

Chiquita rose 0.7 percent to $13.61 at 10:26 a.m. in New York. Dublin-based Fyffes, which traces its roots to the 19th century, rose 1.6 percent to 92.5 euro cents in the Irish capital.

Considering Alternatives

Cutrale and Safra are “extremely disappointed” in the board’s decision, they said in their own statement yesterday.

“The Cutrale Group and the Safra Group are considering all alternatives to provide shareholders with the opportunity to send a clear message to the Chiquita board that they should enter into discussions regarding the Cutrale-Safra proposal,” they said.

Cutrale and Safra probably will make a higher offer, Brett M. Hundley, a Richmond, Virginia-based analyst at BB&T Capital Markets who recommends buying Chiquita shares, said by phone. The Fyffes combination is worth $14 to $17 a share, and the rival bidders need to offer something in that range, he said.

“I think $15 gets the board’s attention and potentially opens up a dialog between the two companies,” Hundley said in the interview.

Salad Unit

Chiquita-Fyffes could be worth $20 a share if Chiquita’s salads and healthy-snacks business is sold, Jonathan P. Feeney, a Wayne, Pennsylvania-based analyst at Athlos Research LLC, said in a report yesterday. The salad unit’s after-tax value is $500 million to $800 million, he said.

The combination with Fyffes, proposed in March, would create the world’s largest banana company. It also would cut Chiquita’s tax bill by relocating its headquarters to Ireland even though it’s the larger company, a process known as inversion that members of the U.S. Congress and President Barack Obama want to discourage.

Obama said Aug. 6 that the Treasury Department is looking for ways to use existing rules to curb such inversions. A Senate bill on the matter would retroactively affect eight pending deals, including Chiquita-Fyffes.

The inversion isn’t the reason for the Fyffes deal, as the tax benefit would be only about $5 million a year, Hundley said.

According to Cutrale and Safra, their takeover bid values Chiquita at about 12 times its adjusted earnings before interest, taxes, depreciation and amortization in the last 12 months.

Chiquita projects adjusted Ebitda of $144 million for 2014 and $160 million for 2015. Using those estimated figures, the Cutrale bid values the company at a multiple closer to 8 times.

To contact the reporter on this story: Jack Kaskey in Houston at jkaskey@bloomberg.net

To contact the editors responsible for this story: Simon Casey at scasey4@bloomberg.net Steven Frank, Will Wade

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