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After their shareholders rejected a merger with Fyffes Plc. by a margin of more than two to one, the Chiquita board of directors unanimously approved a buyout offer of $1.3 billion from two Brazilian companies.
The Oct. 24 vote showed almost 26 million shares voting against the Fyffes merger and less than 12.5 million shares in favor of the deal. Holders of more than 107,000 shares abstained from the vote, according to documents filed with the Securities and Exchange Commission.
Three days after the vote, Ed Lonergan, CEO of Chiquita Brands International Inc., Charlotte, N.C., issued a joint statement with officials of Brazil’s Cutrale Group and Safra Group saying the Chiquita board unanimously approved a buyout of $14.50 per share.
Cavendish Acquisitions Corp., established by the Brazilian companies to handle the buyout, is acquiring Chiquita’s debt, bringing the cash value of the deal to $1.3 billion. Officials said in the Oct. 27 news release they expect the transaction to close by the end of the year or in early 2015. It is not subject to any financing conditions.
Officials at Chiquita did not respond to questions regarding the future of top managers at the company. A spokeswoman for the Brazilian companies said Oct. 27 that such details remain to be resolved.
Chiquita will be a wholly-owned subsidiary of the Brazilian companies. It will remain incorporated in New Jersey, according to the joint news release.
Chiquita and Dublin-based Fyffes had been working on their merger since at least March. An unsolicited bid in August from Brazil’s juice giant Cutrale Group and investment bank Safra Group began a downhill slide for the deal.
The merger with Fyffes would have made the new company the top banana firm in the world’s $7 billion banana market.
“While we are convinced they would have been a strong merger partner, we will now go forward as competitors,” Lonergan said in a news release issued after the vote..
Chiquita had a termination clause in its negotiations with Fyffes and now must pay the Irish company 3.5% of its total market value. David Holohan, analyst for Merrion Capital of Dublin, told the Business Journal in Charlotte that the fee would be about $23 million.
When the Brazilians entered the picture with a $13 per share offer in August, Fyffes upped its offer. Ultimately Fyffes offered $13 per share and a larger interest — 59.6% — in the proposed ChiquitaFyffes company, which would have become the world’s top banana firm.
Although it is unknown who will be the top banana at Chiquita after it is sold, financial media outlets report the owners of Cutrale and Safra are among the top bananas in Brazil’s business community.
Joseph Safra, 75, is described by Forbes as a “self-made” billionaire. He is No. 59 on Forbe’s worldwide billionaire ranking list. He controls Banco Safra in Brazil as part of his Safra Group. According to the Charlotte Observer newspaper, Safra owns a variety of real estate in the U.S., with much of it in New York City.
Jose Luis Cutrale, 68, heads orange juice giant Cutrale Group in Brazil, which includes Cutrale North America, Inc., Cutrale Citrus Juice Inc., and Citrus Products Inc. Bloomberg reports he is also on the board of Coca-Cola Femsa SA, which is headquartered in Mexico and sells Coke products there and in Central and South America.
Cutrale bought two former Minute Maid juice plants in Florida in 1997, according to the Wall Street Journal, and has faced dozens of violations of workplace safety regulations. The Journal reported the company has been cited for 42 “serious” violations at factories and seven repeat violations by the Occupational Safety and Health Administration, paying out $122,765 in settlements.