Chiquita Brands International Inc. will no longer be listed on the New York Stock Exchange because it is now privately owned by Brazilians who have named Brian Kocher interim chief executive officer.
The Cutrale and Safra Groups used a new company Cavendish Acquisition based in the U.S. to execute the $1.3 billion transaction, which was completed Jan. 6, according to a news release.
Kocher succeeds Ed Lonergan as CEO for an interim period, according to the release. Kocher has been with Chiquita since 2005. In September 2013 he was promoted to executive vice president, retaining his chief operating officer duties as well.
"We are proud of the success of Chiquita"s ‘return to the core" strategic plan. We thank Cutrale-Safra for their support in this transition and wish them long-term success with this great company and team," Lonergan said in the release. He was named CEO in October 2012.
In another top-level personnel change, Rick Frier, who has been senior vice president and chief financial officer since April 2013, is leaving Chiquita, according to the release. His successor has not been announced.
Chiquita"s board unanimously endorsed the $1.3 billion sale after shareholders rejected a merger with Dublin-based Fyffes Plc. by a vote of more than 2 to 1 on Oct. 24. The agreed-upon share price for the sale to the Brazilians was $14.50.
In March last year, Chiquita agreed to combine with Fyffes in a stock-for-stock deal that would have seen the combined company headquartered in Dublin. In an unsolicited move in August, Cutrale-Safra offered to buy Chiquita for $13 per share in cash. Chiquita rejected that offer.
The new owners acquired more than 90% of the outstanding shares of common stock of Chiquita and consummated a "short-form" merger in which all remaining shares of Chiquita common stock not tendered into the offer were cancelled and converted into the right to receive $14.50 per share, to the seller in cash, without interest and subject to any required withholding of taxes, according to the news release.
"We look forward to working with Chiquita to build the premier and most sustainable fresh produce platform in the industry," according to the release from Cultrale-Safra. "The expertise of the Cutrale Group, one of the world"s most highly regarded agribusiness and juice companies, and the extensive global relationships of the Safra Group will be important strategic differentiators for Chiquita."
The new owners will continue Chiquita"s core operations of bananas and Fresh Express salads and snacks, according to the release.
The Cutrale Group operations includes one of the world"s leading orange juice processors for frozen concentrated orange juice and not-from-concentrate fresh juices, according to the release. Its operations include oranges, apples, peaches, lemons and soybeans.
The Safra Group is controlled by Brazilian billionaire Joseph Safra. The banking and investment organization has total assets under management of over $200 billion and aggregate stockholders equity of over $15.3 billion, according to the news release.