0000950157-14-000922.txt : 20140905 0000950157-14-000922.hdr.sgml : 20140905 20140905135125 ACCESSION NUMBER: 0000950157-14-000922 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140905 DATE AS OF CHANGE: 20140905 EFFECTIVENESS DATE: 20140905 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: 141085406 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 SEPTEMBER 5, 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
 
þ           Definitive Additional Materials
 
o           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:
 
 EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
On September 5, 2014, Cutrale-Safra issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
Exhibit 99.1
 
 
FOR IMMEDIATE RELEASE
 

 
Leading Proxy Advisory Firm ISS Recommends Shareholders Vote AGAINST Fyffes Transaction and FOR Adjournment of the September 17 Chiquita Special Shareholders Meeting
 
 
New York, NY (September 5, 2014) - Cutrale-Safra today announced that the leading proxy firm Institutional Shareholder Services (“ISS”) today has recommended that its clients vote AGAINST the proposed Chiquita-Fyffes (“Fyffes”) transaction and vote FOR the adjournment of the Special Meeting of Shareholders on September 17, 2014 using only the GOLD proxy card. Cutrale-Safra has proposed to acquire at $13 cash per share all the outstanding shares of Chiquita Brands International, Inc. (“Chiquita”).

Cutrale–Safra stated: “We are pleased that ISS has recommended that for the Special Meeting of Chiquita Shareholders its subscribers vote AGAINST the Fyffes combination and vote FOR the Cutrale-Safra proposal to adjourn the September 17 Special Meeting in order for the Chiquita board to engage with Cutrale-Safra. 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 $13 per share, all-cash transaction. By voting with the Chiquita board on Chiquita’s proxy card, Chiquita shareholders are supporting a transaction that the investment marketplace, after months of information dissemination, has valued at materially less than Chiquita’s premerger price of $10.84.

“There is no risk, only upside, to the Chiquita Board engaging with Cutrale-Safra. The Chiquita board can adjourn the meeting long enough to determine if a successful deal with Cutrale-Safra can be concluded. If for any reason a deal is not concluded between the Chiquita board and Cutrale-Safra, Chiquita shareholders will have an opportunity at the adjourned Special Meeting to vote down or proceed with the proposed Fyffes combination.”

In its report, ISS noted among its points:
 
·
“The potential to realize greater economic value through an alternative transaction – as demonstrated by a higher cash offer from another potential strategic buyer – suggest support for the [Fyffes] transaction as currently structured is not warranted.”

 
·
“[Cutrale-Safra’s] adjournment-to-drive-engagement strategy appears to be the most robust option available to Chiquita shareholders to pursue a potentially higher offer.”
 
 
 
 
 
FOR IMMEDIATE RELEASE

 
 
·
“Chiquita share prices showed little response to the company’s arguments [against the Cutrale-Safra proposal] and the announcement of additional synergies.”

 
·
“The market apparently had lost significant enthusiasm for the [Fyffes] deal, as reflected in the long decline in Chiquita share prices over after the initial market rally.”

Chiquita Shareholders: The Proxy to Vote is Gold. The Chiquita board needs to stop supporting a transaction that provides inferior value to Chiquita shareholders and enter into discussions with Cutrale-Safra. The Cutrale-Safra Negotiation Proposal provides Chiquita shareholders a risk free option with unquestionably superior value.

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 28, 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.
 

Media Contact:
 
Stef Goodsell/Madisen Obiedo
 
Kekst and Company
 
(212) 521-4878/4866
 
Stef-Goodsell@kekst.com/Madisen-Obiedo@kekst.com
 
 
 
 
 
FOR IMMEDIATE RELEASE
 
 
Investor Contact:
 
Scott Winter / Arthur Crozier
 
Innisfree M&A Incorporated
 
(212) 750-5833
 

 
About Cutrale Group
 
The Cutrale Group refers to the global agribusiness operations owned by the Cutrale family.  Entities within the Cutrale Group collectively make up one of the world’s most highly regarded agribusiness and juice companies in the world and one of the world’s leading orange juice processors for frozen concentrated orange juice and not-from-concentrate fresh juices.  The entities within the Cutrale Group together account for over one-third of the $5 billion orange juice market. The global business operations of the entities within the Cutrale Group include oranges, apples, peaches, lemons and soybeans. The operations of the Cutrale Group entities 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 refers to an international network of companies, businesses and operations controlled by Joseph Safra. The entities comprising the Safra Group conglomerate collectively have assets under management of over $200 billion and aggregate stockholder equity of approximately $15.3 billion, operate banks and invest in other businesses across North and South America, Europe, the Middle East and Asia. Throughout these markets, entities within the Safra Group have deep, long-term relationships with major market participants, enabling the Safra Group to greatly enhance the value of the competitive position of the businesses in which any of the entities within the Safra Group invests.