The Cutrale Group and the Safra Group have struck out against the Chiquita board, after their joint unsolicited US$13 per share bid for the company was rejected last week, in favour of the existing deal to merge with fellow fresh produce giant Fyffes.
Through their entity Cavendish Global Limited and its wholly owned subsidiary Cavendish Acquisition Corporation, Cutrale and Safra have filed preliminary proxy materials to solicit shareholder votes against Chiquita’s proposed transaction with Fyffes, and votes for any proposal to adjourn the Special Meeting of Chiquita Shareholders which is set for 17 September.
“These proxy materials enable Chiquita shareholders to send a clear message to the Chiquita Board that its failure to enter into discussions with Cutrale‐Safra and its decision to reject the superior Cutrale‐Safra proposal is simply a continuation of their track record of failed strategic decisions and shareholder value destruction,' the groups stated.
In the preliminary proxy materials filed today, Cutrale‐Safra outlines that they are soliciting proxies from Chiquita shareholders to vote 'against' the Fyffes transaction proposal and the related Fyffes proposals and “for” the Adjournment Proposal.
'We believe the proposed combination of Chiquita and Fyffes does not provide adequate value to Chiquita shareholders,' the groups continued. 'Our US$13 per share all‐cash proposal is a superior alternative for Chiquita shareholders because, among other things, it provides significantly greater financial value and more certain value for Chiquita shareholders than the proposed combination with Fyffes.”
The preliminary proxy materials also highlight that:
- A vote against the Fyffes Transaction Proposal preserves Chiquita shareholders’ opportunity to receive the significant premium for their Chiquita Shares contemplated by the Cutrale‐Safra Proposal which, if consummated, would provide significantly greater value to Chiquita shareholders than the proposed Fyffes combination.
- A vote against the Fyffes Transaction Proposal stops the Chiquita Board of Directors from proceeding with a transaction that Cutrale‐Safra believes is an inferior transaction.
- A vote against the Fyffes Transaction Proposal encourages the Chiquita Board to consider other alternatives for the Company, including the Cutrale‐Safra Proposal.
- A vote for the Adjournment Proposal allows Chiquita to adjourn the Special Meeting to a later date, which will give the Chiquita Board time to consider other alternatives for the Company, including the Cutrale‐Safra Proposal.
On 14 August, Chiquita responded to the unsolicited Cutrale/Safra bid of US$13 per share, announcing that it had rejected the offer as 'inadequate' and not in the best interest of its shareholders.
The group also unanimously reaffirmed its recommendation that Chiquita shareholders vote to approve the merger agreement between Chiquita and Fyffes, stating that it believed that transaction would 'create a combined company that is better positioned to succeed in a highly competitive marketplace, while driving strong performance and value for shareholders'.
