Tags: Chiquita | Fyffes | merger | tax inversion

Chiquita Sweetens Fyffes Merger Terms After Rival Approach

Friday, 26 September 2014 08:06 AM

Chiquita Brands International Inc. and Fyffes Plc agreed to revise the terms of a merger deal by giving Chiquita a greater share of the combined company, in an attempt to see off a rival bid.

Chiquita investors would own 59.6 percent of the combined business compared with 50.7 percent when terms were first detailed in March, the companies said Friday. The combination to create the world’s largest banana company would be worth about $1.1 billion, based on current share prices.

Cutrale Group and Safra Group made an unsolicited $614 million bid for Charlotte, North Carolina-based Chiquita in August. Chiquita postponed a shareholder vote this month on its plan to buy Dublin-based Fyffes, which granted it a waiver to talk with Cutrale and Safra.

A combination of Chiquita and Fyffes is in the interests of both parties, David Holohan, an analyst at Merrion Capital in Dublin, said by e-mail. “While the revised terms are more advantageous to Chiquita shareholders should the deal close, the increased break clause of the transaction value is material to Fyffes should it fail to do so.”

The companies agreed to raise the termination fee payable to Fyffes to 3.5 percent of the total value of Chiquita’s issued share capital should the merger fail in certain circumstances. Holohan has a buy recommendation on Fyffes.

Fyffes rose 4.7 percent to 1.12 euros as of 10:44 a.m. in Dublin trading, giving the company a market value of 333 million euros ($424 million).

Tax Inversion

As part of the new agreement, Fyffes shareholders will receive 0.1113 ChiquitaFyffes shares for each Fyffes share they hold and Chiquita shareholders will receive one ChiquitaFyffes share for each Chiquita share.

While ChiquitaFyffes would domicile in Ireland, where the corporate tax rate is 12.5 percent, making it a tax inversion deal for Chiquita, the potential for tax savings isn’t one of the main reasons for the transaction, said Holohan.

“The deal is not driven by tax treatment,” he said. “The company will be led by Fyffes executives that are based in Ireland and for numerous reasons, including taxation, it is sensible to domicile the company here.”

Fyffes Chairman David McCann would become chief executive officer of the combined company.

Chiquita is still in talks with Cutrale and Safra, and will inform shareholders if it receives a revised proposal, it said Friday.

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Chiquita Brands International and Fyffes agreed to revise the terms of a merger deal by giving Chiquita a greater share of the combined company, in an attempt to see off a rival bid.
Chiquita, Fyffes, merger, tax inversion
Friday, 26 September 2014 08:06 AM
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