Brazilian Companies Say Chiquita Board ‘Deceiving and Misleading’ Shareholders

CHARLOTTE, N.C. (The Charlotte Observer/MCT) -

Two Brazilian companies on Friday said the board of Charlotte, N.C.-based Chiquita Brands International is “significantly deceiving and misleading” the banana company’s shareholders about their unsolicited bid to buy Chiquita.

The latest volley in the takeover fight came after Chiquita’s board on Thursday rejected a sweetened $14-per-share offer from Cutrale, an orange-juice maker, and Safra Group, a banking conglomerate. Instead, Chiquita is standing behind a planned all-stock merger with Irish produce company Fyffes.

Cutrale-Safra said it’s submitting a letter to the Chiquita board to assure shareholders that its offer will be binding through Oct. 26, two days after shareholders are set to vote on the Chiquita-Fyffes combination in Charlotte. Chiquita had said Thursday that there was no assurance that the Cutrale-Safra deal would still be available if shareholders voted down the Fyffes merger.

The Brazilian companies said they never told Chiquita’s board that their offer would not remain open after next week’s shareholder meeting, and again urged Chiquita shareholders to vote against the Fyffes transaction.

Cutrale-Safra said it remains open to further discussions with the Chiquita board and reiterated its assertion that its all-cash offer is better for shareholders and faces less risk than the Fyffes deal, which requires the company to meet cost-cutting goals and make concessions to receive European Union approval.

Chiquita and Fyffes announced in March a merger that would create the world’s largest banana company, leapfrogging Dole. But in August, the Brazilian companies stepped in with their own offer.

Chiquita contends the Fyffes combination could be worth more to shareholders in the long run, as much as $20.01 per share. But Cutrale-Safra says the value is really $9.00 to $12.00 per share.

In the Fyffes merger, Chiquita shareholders are set to get almost 60 percent of the stock in the combined company, to be known as ChiquitaFyffes.

The merged company would be based in Dublin. Cutrale and Safra haven’t disclosed any plans for the Charlotte headquarters.