(UPDATED COVERAGE 11:45 a.m.) A green light from the European Commission on the proposed merger of Chiquita Brands International Inc. and Fyffes Plc. moves the two firms a step closer to becoming the top banana company on the planet.
A shareholder vote is set for Oct. 24, according to a timetable approved by the European Commission. Boards of both Chiquita and Fyffes have already approved the merger. The High Court of Ireland also must approve the deal.
Whether approval from the European Commission will affect Chiquita’s talks with two companies in Brazil was not mentioned in an Oct. 3 news release about the European action. Chiquita officials announced Sept. 8 that Fyffes had agreed to allow the discussions with juice maker Cutrale Group and investment firm Safra Group.
As of Sept. 26 Chiquita was still negotiating with the companies in Brazil.
"Chiquita and Cutrale/Safra remain engaged in discussions and should a revised proposal be received, Chiquita will update shareholders accordingly," Chiquita officials said in a news release Sept. 26.
"There can be no assurances that a definitive offer will be forthcoming nor as to the timing of any such offer."
In the Sept. 26 release, Chiquita officials also said Dublin-based Fyffes sweetened its deal, revising the merger agreement so that Chiquita shareholders would own a greater share of the new company. Originally the Chiquita shareholders would have gotten 50.7% but Fyffes increased that to 59.6% after the Brazilian companies entered the scene.
Under a confidentiality agreement with Chiquita, Cutrale and Safra have access to the Charlotte, N.C.-based company’s data room and to the company’s management team. Initially, Chiquita rejected the Brazilians’ Aug. 11 offer to buy Chiquita’s outstanding common stock for $13 per share.
Cutrale and Safra filed a proxy statement with the Securities and Exchange Commission on Aug. 14 asking shareholders of Chiquita to reject Chiquita’s proposed merger with Fyffes, which is valued at $1 billion.
If the Chiquita deal with Fyffes is completed, Fyffes would become a wholly owned subsidiary of ChiquitaFyffes. Another company, Chicago Merger Sub Inc., a wholly owned indirect subsidiary of ChiquitaFyffes, would merge with and into Chiquita, with the result that the separate corporate existence of Merger Sub will cease and Chiquita will continue as the surviving corporation, according to the Oct. 3 release.