Talks about merging Chiquita Brands International and Fyffes Plc began as early as 2011 when the company was considering moving its headquarters out of Cincinnati, according to documents filed with the Securities and Exchange Commission.
That timeline revelation spurred officials in Charlotte, N.C., to tell local media they will review tax breaks they OK’d for Chiquita when it agreed to move its home base to their city in late 2011. The SEC filings state the new merged company, to be called ChiquitaFyffes Plc., will be incorporated in Ireland.
Since announcing the merger in February, Chiquita officials have repeatedly said several hundred employees will remain in Charlotte after the merger, which they say meets their obligations to the city and North Carolina. The SEC filing states the new company’s “general meetings” will not have to be conducted in Ireland.
Ireland is a beneficial location, according to the SEC filing, for several reasons, including both companies existing current international markets and “fewer negative tax effects.”
New management team
Top managers and the structure of the new company are detailed in the SEC filing, including a 13-member board of directors with Chiquita and Fyffes each appointing six members. The 13th board member will be jointly appointed.
As of the April 29 SEC filing, Chiquita has not determined who is will appoint to the board, except current chief executive officer Ed Lonergan will be chairman of the ChiquitaFyffes board.
The current head of Fyffes, David McCann, will be CEO of the new merged company and is one of Fyffes appointments to the board, along with Fyffes current finance director Tom Murphy. After the companies combine Murphy will have the title of chief financial officer.
Other executives for ChiquitaFyffes Plc. will be:
- Coen Bos, chief operating officer for fresh fruit. He is chief operating officer of Fyffes.
- Brian Kocher, chief operating officer for salads and healthy snacks. He is executive vice president and chief operating officer of Chiquita.
- Kevin Holland, chief administrative officer. He is executive vice president and chief people officer of Chiquita.
- Manuel Rodriguez, corporate responsibility officer. He is executive vice president of government and international affairs and corporate responsibility officer of Chiquita.
Employees of both companies have job security for a year after the merger is completed, which must be done my March 10. Current employees will continue “with terms and conditions of employment no less favorable” than they had before the merger, according to the SEC filing.
However, “based on preliminary discussions of the management teams of Chiquita and Fyffes, it is Chiquita and Fyffes expectation that there will be a reduction in headcount,” according to the document.
Fyffes fruit business
Fyffes has three product categories — bananas, pineapples and melons — with bananas being the largest in terms of revenues and profits. In 2013 bananas generated 80% of Fyffes consolidated net sales, according to the SEC filing.
For 2013, Fyffes posted gross profits of $94.5 million, according to the SEC documents.
“Fyffes produces all of the melons and more than 50% of the pineapples and manages farms producing approximately 5% of the bananas it sells,” according to the SEC filing.
In 2013 Fyffes distributed about 55 million cases of bananas in Europe and North America; 9 million cases of pineapples in Europe and the U.S.; and 16 million cases of melons in North America.