Chiquita Brands International Inc., owner of the namesake banana label, agreed to buy Ireland’s Fyffes Plc to create the world’s biggest supplier of the fruit for about 403 million euros ($559 million).
The combined company will be called ChiquitaFyffes Plc, Chiquita and Fyffes said today in a joint statement. The all-stock offer represents a bid premium of 35 percent, data compiled by Bloomberg show.
The deal brings together two of the world’s oldest fruit importers, who between them have operations spanning the Americas, Europe and Asia. Chiquita Chief Executive Officer Ed Lonergan, who will become chairman of ChiquitaFyffes, has sought to reshape his Charlotte, North Carolina-based company as a high-volume seller of bananas and salads while winding down and abandoning other product lines.
“The deal is logical and will be a good fit going forward for both parties,” said David Holohan, an analyst at Merrion Capital in Dublin. “This is an excellent result for Fyffes.”
Investors will get 0.1567 of a share in ChiquitaFyffes for each Fyffes share, while Chiquita holders will receive one share in the new company for each one of the existing company.
Fyffes Chairman David McCann will become CEO of the combined company, which will be domiciled in Ireland, trade in New York and have annual sales of about $4.6 billion. The transaction is expected to close this year, pending approval by shareholders and the Irish High Court.
Chiquita investors will own about 50.7 percent of the combined entity, with Fyffes shareholders holding the remainder. As well as bananas, ChiquitaFyffes will supply melons, pineapples and packaged salads. The new business will target at least $40 million of annual cost savings by the end of 2016 through more efficient purchasing.
Fyffes rose 46 percent to 1.30 euros in Dublin while Chiquita climbed 11 percent to $12 in New York.
Lonergan, who will become chairman of ChiquitaFyffes, said today on a conference call that he doesn’t think there will be any regulatory issues arising from the deal that can’t be addressed.
He also said there’s minimal overlap of both companies geographically. Chiquita operates in 70 countries including the U.S., with brands such as Chiquita Bananas and Fresh Express. Fyffes operates in Europe, Central and South America, and Asia.
Chiquita started more than 140 years ago when Captain Lorenzo Dow Barker bought 160 bunches of bananas in Jamaica, sailed to Jersey City in 11 days and sold them for a profit. Fyffes says it has distributed the fruit since the 19th century, when it made a shipment to London from the Canary Islands.
McCann and his family have led Fyffes since the 1950s when his father Neil joined the business, according to company statements.
Lonergan first suggested the deal when he met the Fyffes Chairman at a fruit conference in New Orleans in October, McCann said in today in an interview.
“Between us, we can provide any type of banana that a retailer wants,” Lonergan said in the same interview.
Balkan Investment Co., an entity run by the McCanns, controls about 13 percent of Fyffes and intends to vote for the deal. The Jerry Zucker Revocable Trust, which controls about 13 percent of Fyffes, also has committed to backing the merger. Other shareholders include Fidelity Investment funds, which control about 20 percent.
The biggest holders in Chiquita include Dimensional Fund Advisors LP, BlackRock Inc. and Vanguard Group Inc., who control almost 20 percent combined.
Goldman Sachs Group Inc. is acting as lead financial adviser to Chiquita, and Wells Fargo Securities LLC as financial adviser to the Chiquita board of directors. Lazard Ltd. is lead financial adviser to Fyffes.