Brazilian groups Cutrale and Safra, who are jointly striving to acquire US fresh produce giant Chiquita Brands International, have landed their latest blow as they aim to convince Chiquita's shareholders to turn against the agreed merger with Irish group Fyffes.
The Brazilians stated that the most recent communication by Fyffes and Chiquita – in which Fyffes' highlighted its strong track record, and Chiquita said that Cutrale and Safra had presented "misleading statements" with "flawed calculations" – simply highlighted the fear that Chiquita's shareholders would support Cutrale-Safra.
"Cutrale-Safra today stated that they believe yesterday’s communications by Chiquita Brands International and Fyffes are further evidence of both Chiquita’s fear that its own shareholders prefer the Cutrale-Safra compelling US$13 per share cash certain proposal to Chiquita’s proposed business combination with Fyffes, and Chiquita’s own recognition of the risks inherent in this combination," they said. "Chiquita and Fyffes now want Chiquita shareholders to ignore facts, and instead put their faith in the speculative future performance of Chiquita-Fyffes."
The companies said that they believed Chiquita and Fyffes had "attempted to mislead Chiquita shareholders in several ways, including:
- Misleading shareholders that Chiquita's approximately 40 per cent growth rate in EBITDA from 2012 to 2014 is an indicator of future performance, claiming that Chiquita had "cherry-picked" this time period.
- Chiquita "incorrectly and deceptively" asserting that Cutrale-Safra overstated its transaction multiple.
- Chiquita asserting that Cutrale-Safra grossly overstates the “premium” offered to Chiquita shareholders.
- Fyffes asserting that there can be no certainty that a sufficient number of Fyffes shareholders will vote in favour of the Chiquita-Fyffes combination if Chiquita adjourned its meeting to negotiate with Cutrale-Safra, calling it a "scare tactic that is wholly unrealistic".
- As to Fyffes’ claim that 74 per cent of European banana volume is sold through contracted sales, the Brazilians groups noted they understood that the standard contract requires Fyffes to sell at market price, leaving Fyffes exposed to much of the same risk as if they did not contract for a set volume.
"Simply put, Cutrale-Safra will not pay for speculative future performance," they continued.
"The choice for Chiquita shareholders is simple. By voting with Cutrale-Safra on the Gold proxy card, Chiquita shareholders are asking the Chiquita board to pursue a riskless option to explore a US$13 per share, all-cash transaction. By voting with the Chiquita board on its proxy card for the Chiquita Fyffes combination, Chiquita shareholders are supporting a transaction that the investment marketplace, after months of publicly available information, has valued at materially less than Chiquita’s pre-merger price of $10.84."