Brazilian companies Cutrale and Safra, who are jointly bidding to takeover Chiquita Brands international, have stated that an investor presentation filed by Fyffes with the Securities and Exchange Commission 'is nothing more than a desperate attempt by Fyffes to salvage its proposed transaction with Chiquita Brands International, which the investment marketplace has valued at a little more than 10 dollars'.
Cutrale-Safra called Fyffes 'desperate' as it looked to 'salvage this transaction, given the transaction provides Fyffes with management control of the proposed combined ChiquitaFyffes, and a 67 per cent premium to Fyffes shareholders, based on the Fyffes DCF projections contained in the ChiquitaFyffes Form S4'.
'Fyffes now predicates the purported merits of its transaction on a highly dubious and misleading, undiscounted 'illustrative price,' a speculative future value it has concocted,' the groups claimed.
The Brazilians said that Fyffes had based the illustrative price on a combination of 'illustrative earnings,' 'targeted salad earnings,' and 'illustrative organic growth,' at a rate which is well above the historical growth rate, and then multiplied that number by trading multiples that are 'substantially in excess' of the figures used by Chiquita and Fyffes’ own financial advisors.
'Further, none of the “illustrative” numbers are consistent with the projections in the ChiquitaFyffes Form S-4. Fyffes’ forecast, and the transactional alchemy underpinning it, is just an attempt to convince Chiquita shareholders to believe in the unfounded merits of a Fyffes combination.'
'The only thing Fyffes’ investor presentation does illustrate is Fyffes’ desperation to salvage the proposed Chiquita-Fyffes transaction,' the groups added.
Cutrale-Safra reiterated that it will continue to use its best efforts to complete its due diligence currently underway, and present its definitive offer as expeditiously as possible for Chiquita’s consideration.
