Cutrale-Safra makes an offer to acquire Chiquita Brands

Cutrale-Safra has announced its definitive offer to acquire all the outstanding stock of Chiquita Brands International Inc (NYSE:CQB) for $14 per share in cash.
Having completed its due diligence, Cutrale-Safra has submitted its offer to the Chiquita board of directors, together with a form of merger agreement that Cutrale-Safra would be prepared to execute and deliver concurrently with Chiquita entering into such merger agreement and associated disclosure letters.
Cutrale-Safra is also delivering to Chiquita equity and debt commitment letters for the transaction. The offer reflects Cutrale-Safra’s assessment and analysis of Chiquita’s current condition and prospects.
Unlike the proposed combination with Fyffes, the Cutrale-Safra offer provides Chiquita shareholders complete certainty with respect to the value of their Chiquita investment. This offer represents a premium of approximately 40% to the market’s valuation of the original proposed transaction with Fyffes based on Chiquita’s undisturbed closing share price of $10.06 as of August 8, 2014 and an approximately 19% premium to the adjusted stock price of $11.80, based upon the revised Fyffes transaction. Moreover, the proposed cash consideration of the Cutrale-Safra offer, including the assumption of Chiquita net debt, represents a multiple of approximately 12.4 times EBITDA for the 12 months ended June 30, 2014.
The Cutrale-Safra offer is not subject to any financing conditions. It will be financed with equity provided by affiliates of the Cutrale Group and Safra Group. Cutrale–Safra does not believe any regulatory obstacles would prevent it from closing promptly after entry into the merger agreement.
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. The Cutrale-Safra Proxy, and any other documents filed by Cutrale-Safra with the SEC, may be obtained free of charge at www.sec.gov. The proxy and such other documents may also be obtained free of charge by contacting Innisfree at 212-750-5833.

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