Chiquita and Fyffes combine to create global produce company

Chiquita Brands International plans to combine with and Fyffes, an international importer and distributor of tropical produce, in a stock-for-stock transaction that will create a global banana and other fresh produce company with approximately $4.6 billion in annual revenues.

Once the transaction is completed, before the end of 2014, Chiquita shareholders will own approximately 50.7% of ChiquitaFyffes, while Fyffes shareholders will own the remaining 49.3%, on a fully diluted basis.

Chiquita is a leading international marketer and distributor bananas, packaged salads and healthy snacks. It has a global presence with operations in 70 countries, a sizable presence in the U.S. market and brands that include Chiquita Bananas and Fresh Express.

Fyffes is marketed under a variety of brands that include Fyffes and Sol. It is headquartered in Dublin, Ireland, with operations in Europe, the U.S., Central America, South America and Asia.

ChiquitaFyffes will be able to access worldwide market opportunities and expects to capitalize on both the growing fresh food business and health and wellness trends by more effectively utilizing its geographical footprint and expanded distribution channels. It will have an operating presence in more than 70 countries and a workforce of approximately 32,000 people around the world.

"This is a milestone transaction for Chiquita and Fyffes that brings together the best of both companies which, we believe, will create significant value for our shareholders and offer immediate benefits for customers and consumers worldwide," said Ed Lonergan, Chiquita's CEO. "This is a natural strategic partnership that combines two complementary companies of long history and great reputations that have built upon an unwavering commitment to exceed our customers' expectations. We will maintain our brands, all of which are valued by both customers and consumers. The combined company will also be able to provide customers with a more diverse product mix and choice. We know Fyffes well and our shared heritage will help to ensure a smooth integration as we work to bring best practices across geographies and business units to achieve substantial operating efficiencies."

ChiquitaFyffes will become the largest global entity in the banana category with sales of more than 160 million boxes annually. The company will maintain its significant presence in the packaged salads and healthy snacks category, and will also have stronger positions in the melon and pineapple market segments as the number one importer in the U.S. and number three distributor globally, respectively.

"This deal will be transformative and offer exciting opportunities for the new business. We are looking forward to working with the Chiquita team to build a combined company which is well positioned to succeed in our highly competitive marketplace and which will create significant value for our shareholders," said David McCann, Fyffes executive chairman. "Our outstanding employees will benefit from working for a larger, more diverse business which offers opportunities for growth. We believe we will be able to use our joint expertise, complementary assets and geographic coverage to develop a business that can run smoothly and efficiently to better partner with our customers and suppliers."

Ed Lonergan will serve as chairman and David McCann will become CEO of the combined company, which will be a publicly listed company, traded on the New York Stock Exchange (NYSE). The senior leadership team will be made up of CFO Tom Murphy; chief operating officer, fresh fruit, Coen Bos; chief operating officer, salads and healthy snacks, Brian Kocher; chief administrative officer Kevin Holland; chief legal officer James E. Thompson; and corporate responsibility officer Manuel Rodriguez. The senior executives will be located in corporate offices in Charlotte, N.C., and Dublin, Ireland. The combined company's board of directors will reflect an equal combination of directors from both companies and one mutually agreed upon director.

The transaction is subject to approval by Fyffes and Chiquita shareholders, respectively, and by the High Court of Ireland. The transaction is also subject to the satisfaction of customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as merger clearances in Europe and certain other jurisdictions.

Goldman Sachs is acting as lead financial adviser to Chiquita. Wells Fargo Securities is acting as financial adviser to the Chiquita board of directors. Lazard is acting as lead financial adviser to Fyffes. Skadden, Arps, Slate, Meagher & Flom LLP, McCann FitzGerald and Taft Stettinius & Hollister LLP are acting as legal counsel to Chiquita and Simpson Thacher & Bartlett LLP and Arthur Cox are acting as legal counsel to Fyffes. King & Wood Mallesons S J Berwin is acting as antitrust adviser to Fyffes and Kirkland & Ellis LLP and Freshfields Bruckhaus Deringer LLP are acting as antitrust adviser to Chiquita. Davy and Davy Corporate Finance are acting as corporate broker to Fyffes.



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