0000950157-14-001018.txt : 20140926 0000950157-14-001018.hdr.sgml : 20140926 20140926145551 ACCESSION NUMBER: 0000950157-14-001018 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140926 DATE AS OF CHANGE: 20140926 EFFECTIVENESS DATE: 20140926 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: 141123755 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 26, 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 26, 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

 
CUTRALE-SAFRA COMMENTS ON CHIQUITA FYFFES ANNOUNCEMENT
 
NEW YORK, September 26, 2014 – Cutrale-Safra commented today on the joint statement issued earlier by Chiquita and Fyffes:
 
Cutrale-Safra is moving forward with its due diligence and expects to make its offer as expeditiously as possible. The revised Chiquita Fyffes transaction values the combined entity at $11.82 per share, based on unaffected stock trading prices, which is well below the $13 all cash certain Cutrale-Safra proposal. Furthermore, by adjourning rather than postponing the special meeting of its shareholders to October 24, the Chiquita board intentionally has disenfranchised a substantial number of present shareholders as they will not be able to vote at the October 24th meeting. The board's action to revise the Fyffes transaction agreement, with a substantially increased break-up fee to Fyffes but without warning to Cutrale-Safra and before Cutrale-Safra has had the opportunity to submit a revised proposal based on its due diligence, will do nothing more than cost the Chiquita shareholders money.
 
Cutrale-Safra has made clear and the investment marketplace has recognized the significant risks and issues inherent in the Chiquita-Fyffes combination, all of which cast serious doubts about the potential business performance of the combined ChiquitaFyffes and the ability of Chiquita shareholders to realize enhanced value for their investment. Fyffes continues to use a game plan of trying to hoodwink Chiquita investors with ongoing rejiggered information, ranging from suddenly found cost savings to "illustrative" stock price valuations to rescrambled combination terms. None of this can disguise the fact that the Chiquita--Fyffes combination is highly flawed and fraught with risks for Chiquita shareholders.
 
 
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.
 
 
 
 

 
FOR IMMEDIATE RELEASE
 
 
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.
 
 
Media Contact:
 
Jeremy Fielding/Madisen Obiedo
 
Kekst and Company
 
(212) 521-4858/4866
 
Jeremy-Fielding@kekst.com/ Madisen-Obiedo@kekst.com
 
 
Investor Contact:
 
Scott Winter / Arthur Crozier
 
Innisfree M&A Incorporated
 
(212) 750-5833