Under a revised agreement, Chiquita Brands International shareholders would own a greater share of the new company created by the merger of Charlotte, N.C.-based Chiquita and Dublin-based Fyffes PLC.
Chiquita shareholders would own 59.6% of the merged company, up from 50.7% under the initial agreement, according to a Sept. 26 Chiquita news release.
The new agreement comes as Chiquita is discussing a possible sale of the company to two Brazilian firms, with whom it has signed a confidentiality agreement.
“We are pleased with the increased value that these enhanced terms for Chiquita bring to our shareholders,” Ed Lonergan, Chiquita’s chief executive officer, said in the release. “The Fyffes transaction is a natural strategic partnership that brings together two complementary companies to create a combined company that is better positioned to succeed in a highly competitive marketplace, while driving strong performance and value for shareholders as well as immediate benefits for customers and consumers worldwide.”
Chiquita announced Sept. 8 that Fyffes PLC had given Chiquita permission to engage in discussions with juice maker Cutrale Group and investment firm Safra Group. Those discussions are ongoing, according to the Sept. 26 release.
On Sept. 10, the company announced it had signed a confidentiality agreement with the companies.
In addition, a Chiquita shareholders meeting set for Sept. 17 was pushed back to Oct. 3. That meeting has been pushed back again, to Oct. 24, according to the Sept. 26 release.
Chiquita continues to recommend, as of Sept. 26, that its shareholders vote for the Fyffes merger.
Under the confidentiality agreement, Cutrale and Safra have access to a Chiquita 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.