Transaction Valuation (1)
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Amount of Filing Fee (2) | ||||
$722,028,612 | $ | 83,899.72 |
(1)
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Estimated for purposes of calculating the filing fee only. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of Chiquita Brands International, Inc. (“Chiquita”), at a price of $14.50 per share, net to the seller in cash, without interest and subject to any required withholding of taxes. Such shares consist of (i) 47,112,311 shares of common stock of Chiquita that were issued and outstanding as of October 31, 2014; (ii) 677,326 shares of common stock of Chiquita potentially issuable upon exercise of outstanding stock options as of October 31, 2014; (iii) up to 597,677 shares of common stock of Chiquita subject to outstanding restricted stock units of Chiquita outstanding as of October 31, 2014 that may be settled for shares of common stock of Chiquita in connection with the Offer, (iv) 1,276,529 shares of common stock of Chiquita subject to Chiquita’s performance share awards as of October 31, 2014 and (v) 131,234 shares of common stock of Chiquita that may be issued in connection with the Chiquita directors deferred compensation program as of October 31, 2014. The foregoing figures have been provided by Chiquita as of October 31, 2014, the most recent practicable date.
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(2)
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The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for fiscal year 2015, issued August 29, 2014, by multiplying the transaction value by 0.0001162. (1)
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x
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. 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: $83,899.72
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Filing Party: Cavendish Global Limited and Cavendish Acquisition Corporation
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Form or Registration No.: Schedule TO
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Date Filed: November 4, 2014
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o
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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x
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Third-party tender offer subject to Rule 14d-1.
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¨
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Issuer tender offer subject to Rule 13e-4.
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¨
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Going-private transaction subject to Rule 13e-3.
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¨
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Amendment to Schedule 13D under Rule 13d-2.
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¨
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
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¨
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
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Dated: November 18, 2014 | |||
CAVENDISH ACQUISITION CORPORATION
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By:
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/s/ Michael Rubinoff
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Name: Michael Rubinoff | |||
Title: President and Director |
CAVENDISH GLOBAL LIMITED
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By:
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/s/ Daniel Wainberg | |
Name: Daniel Wainberg | |||
Title: Director | |||
By: |
/s/ Philip Warner
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Name: Philip Warner | |||
Title: Director |