0000950157-14-000866.txt : 20140827 0000950157-14-000866.hdr.sgml : 20140827 20140827171823 ACCESSION NUMBER: 0000950157-14-000866 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140827 DATE AS OF CHANGE: 20140827 EFFECTIVENESS DATE: 20140827 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 141069131 BUSINESS ADDRESS: STREET 1: 550 SOUTH CALDWELL STREET CITY: CHALOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 9806365000 MAIL ADDRESS: STREET 1: CHIQUITA BRANDS INTERNATIONAL, INC. STREET 2: 550 SOUTH CALDWELL STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cavendish Acquisition Corp CENTRAL INDEX KEY: 0001616769 IRS NUMBER: 000000000 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 830 BEAR TAVERN ROAD CITY: WEST TRENTON STATE: NJ ZIP: 08628 BUSINESS PHONE: 212-704-5518 MAIL ADDRESS: STREET 1: 830 BEAR TAVERN ROAD CITY: WEST TRENTON STATE: NJ ZIP: 08628 DFAN14A 1 dfan14a.htm dfan14a.htm


DATED AUGUST 27, 2014
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
 
Filed by the Registrant o
 
Filed by a Party other than the Registrant x
 
Check the appropriate box:
 
o           Preliminary Proxy Statement
 
o           Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
o           Definitive Proxy Statement
 
o           Definitive Additional Materials
 
þ           Soliciting Materials under § 240.14a-12
                                                                                                    
CHIQUITA BRANDS INTERNATIONAL, INC.
(Name of Registrant as Specified in its Charter)
 
 
BURLINGTOWN UK LTD
ERICHTON INVESTMENTS LTD.
CAVENDISH GLOBAL LIMITED
CAVENDISH ACQUISITION CORPORATION
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
þ           No fee required.
 
o           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1)
Title of each class of securities to which transaction applies:
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
(5)
Total fee paid:
 
o
Fee paid previously with preliminary materials.
 
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1)
Amount previously paid:
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
(3)
Filing Party:
 
 
(4)
Date filed:
 


 
 

 
 
 
On August 27, 2014, Cutrale-Safra issued a press release relating to certain materials filed by Chiquita Brands International, Inc. with the Securities and Exchange Commission on August 27, 2014. A copy of the press release is attached hereto as Exhibits 99.1 and is incorporated herein by reference.
 
EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
Exhibit 99.1
 
 
Cutrale-Safra Questions the Credibility and Judgment of the Chiquita Board
 
NEW YORK, August 27, 2014 – Cutrale-Safra today stated the Fyffes and Chiquita press releases of this morning defy credibility in trying to further promote the proposed Fyffes combination as being in the best interests of Chiquita shareholders and are highly misleading in the assertion that the proposed Fyffes combination is less risky than the unquestionably superior Cutrale-Safra proposal.
 
The Chiquita-Fyffes announcement that they suddenly have discovered an additional $20 million of alleged synergies for their proposed business combination, just weeks before the Chiquita shareholder vote, not only smacks of desperation but, more importantly, we believe underscores the irresponsibility and lack of judgment of the Chiquita board in promoting this transaction. Chiquita’s board has made value-destroying decisions in the past and it is making another one now.
 
There is absolutely no risk to Chiquita shareholders in the Chiquita board engaging in discussions with Cutrale-Safra about its unquestionably superior proposal. The Cutrale-Safra proposal is cash-certain, will not have a financing condition and represents a compelling premium and a record-high multiple. Unlike the proposed Fyffes combination, the Cutrale-Safra proposal has no synergy risk, no integration risk and no Euro risk.  If negotiations between the Chiquita board and Cutrale-Safra are for any reason unsuccessful, Chiquita shareholders will be free to pursue their merger with Fyffes.  Although, if it is risk they are looking to avoid, we would question the prudence of doing a merger with Fyffes. Fyffes is an always vulnerable middleman with no material merger or integration experience and a heavy concentration in Europe at precisely the wrong time.
 

 
Media Contact:
 
Stef Goodsell/Madisen Obiedo
 
Kekst and Company
 
(212) 521-4878/4866
 
Stef-Goodsell@kekst.com/Madisen-Obiedo@kekst.com
 

 
Investor Contact:
 
Scott Winter / Arthur Crozier
 
Innisfree M&A Incorporated
 
(212) 750-5833
 

 
Cavendish Global Limited and Cavendish Acquisition Corporation, which are jointly owned by an affiliate of the Cutrale Group, Burlingtown UK LTD ("Burlingtown"), and an affiliate of the Safra Group, Erichton Investments Ltd. ("Erichton" and, together with Burlingtown and Cavendish, "Cutrale-Safra"), their respective directors, executive officers and certain employees, and Burlingtown and Erichton, may be deemed, under rules of the Securities and Exchange Commission ("SEC"), to be participants in the solicitation of proxies from Chiquita shareholders in connection with Chiquita’s Special Meeting of Shareholders. Information about the interests in Chiquita of Cutrale-Safra and their respective directors, executive officers and employees are set forth in a definitive proxy statement that was filed with the SEC on August 15, 2014, as it may be amended from time to time (the "Cutrale-Safra Proxy").
 
 
 
 

 
 
 
 
Investors are urged to read the Cutrale-Safra Proxy which is available now, and any other relevant documents filed with the SEC when they become available, because they contain (or will contain) important information. The Cutrale-Safra Proxy, and any other documents filed by Cutrale-Safra with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. The Cutrale-Safra Proxy and such other documents may also be obtained free of charge by contacting Innisfree at: (212) 750-5833 or 501 Madison Avenue, 20th Floor, New York, New York 10022.
 
About Cutrale Group
 
The Cutrale Group is one of the most highly regarded agribusiness and juice companies in the world. It is one of the world’s leading orange juice processors for frozen concentrated orange juice and not-from-concentrate fresh juices, accounting for over one-third of the $5 billion orange juice market. The Cutrale Group’s global business operations include oranges, apples, peaches, lemons and soybeans. Cutrale Group operations have a vast network and knowhow of farms, processing, technology, sourcing, distribution, logistics, and marketing of juices and fruits.
 
About Safra Group
 
The Safra Group is an international group of companies and assets controlled by Joseph Safra. The Safra Group, with assets under management of over $200 billion and aggregate stockholder equity of approximately $15.3 billion, operates banks and invests in other businesses across North and South America, Europe, the Middle East and Asia. Throughout these markets, Safra has deep, long-term relationships with major market participants, enabling it to greatly enhance the value of the competitive position of the businesses in which it invests.