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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date filed:
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Chiquita misleads shareholders that its approximately 40% growth rate in EBITDA from 2012 to 2014 is an indicator of future performance. Chiquita has cherry-picked this time period. Using any other start date earlier than 2012 in the prior 10 years, Chiquita’s compound annual growth rate in EBITDA through 2014 would have ranged from -9% to 1%.
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Chiquita incorrectly and deceptively asserts that Cutrale-Safra overstates its transaction multiple. Cutrale-Safra’s 11.8x transaction multiple has been calculated based upon Chiquita’s actual numbers -- the standard way to ascribe a transaction multiple, the same way used by Chiquita’s own financial advisor in the Chiquita proxy and the same way used by Chiquita to calculate all the comparable transactions multiples in its presentation. Chiquita, however, instead engages in highly creative deal math and has used a different metric for the purpose of conjuring up its calculation of the Cutrale-Safra multiple valuation. Chiquita’s 8.6x multiple was not calculated on the same basis as all the other numbers in its own presentation and therefore is not comparable. The 11.8x multiple disclosed by Cutrale-Safra was calculated on the same basis as, and is therefore comparable to, and is higher than all the comparable transaction multiples identified by Chiquita.
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Chiquita asserts that Cutrale-Safra grossly overstates the “premium” offered to Chiquita shareholders. Chiquita’s own investor presentation supports the fact of the Cutrale-Safra 29.2% premium to the $10.06 Chiquita closing stock price on the day prior to the Cutrale-Safra proposal announcement. However, Chiquita attempts to misdirect shareholder attention to its 52-week standalone high, which occurred almost a year ago, on September 11, 2013 well before the announcement of the proposed combination with Fyffes. The Chiquita share price has sagged consistently since the filing of the Fyffes proxy on April 29, 2014 while, in sharp contrast, other comparable companies and the investment market have increased in value. The investment marketplace has recognized just how bad the proposed Fyffes transaction is for Chiquita shareholders.
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Fyffes asserts that there can be no certainty that a sufficient number of Fyffes shareholders will vote in favor of the Chiquita-Fyffes combination if Chiquita adjourned its meeting to negotiate with Cutrale-Safra. This is a scare tactic that is wholly unrealistic. It would be simply illogical for Fyffes shareholders to vote down the transaction and the opportunity to receive a large premium if the combination between Fyffes and Chiquita does occur and cause Fyffes to lose its right to a breakup fee if Chiquita were to terminate to pursue a transaction with Cutrale-Safra.
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As to Fyffes’ claim that 74% of European banana volume is sold through contracted sales, we understand 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.
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