Brazilian Companies Launch Proxy Fight to Acquire Chiquita

(The Charlotte Observer/MCT) -

Two Brazilian companies are taking their effort to acquire Charlotte, N.C.-based Chiquita Brands International directly to shareholders, as they launched a proxy battle Friday to gather shareholder support for their bid.

Cutrale and Safra Group are trying to preempt Chiquita’s upcoming merger with Fyffes, an all-stock deal that would create ChiquitaFyffes, the world’s largest banana company. Chiquita has called a special meeting Sept. 17 for shareholders to vote on the Fyffes deal.

On Monday, the Brazilian companies made an unsolicited upset bid to acquire Chiquita for $610 million. Chiquita’s board of directors on Thursday voted unanimously to reject the deal and stick with Fyffes.

In a securities filing late Friday, Cutrale and Safra urged shareholders to vote against a combination of Chiquita and Fyffes.

“We believe that a vote “against” the Fyffes transaction proposal will send a message to the Chiquita board of directors that Chiquita shareholders do not support the proposed Fyffes combination,” the companies wrote in their message to shareholders.

“These proxy materials enable Chiquita shareholders to send a clear message to the Chiquita Board that its failure to enter into discussions with Cutrale-Safra and its decision to reject the superior Cutrale-Safra proposal is simply a continuation of their track record of failed strategic decisions and shareholder value destruction,” the companies wrote.

A Chiquita spokesman could not immediately be reached.