Transaction Valuation (1)
|
Amount of Filing Fee (2)
|
|
$722,028,612
|
$83,899.72
|
(1) |
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.
|
(2) |
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)
|
x
|
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.
|
Amount Previously Paid: $83,899.72
|
Filing Party: Cavendish Global Limited and Cavendish Acquisition Corporation
|
|
Form of Registration No.: Schedule TO
|
Date Filed: November 4, 2014
|
o
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
x
|
Third-party tender offer subject to Rule 14d-1.
|
o
|
Issuer tender offer subject to Rule 13e-4.
|
o
|
Going-private transaction subject to Rule 13e-3.
|
o
|
Amendment to Schedule 13D under Rule 13d-2.
|
o
|
Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
|
o
|
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
|
Name and Country of Citizenship
|
Present Principal Occupation or Employment;
Material Positions Held During at Least the Past Five Years
|
|
Joseph Safra, Brazil
|
Function at J. Safra Foods Holdings S.à.r.l.: Ultimate Controlling Person
|
|
|
Professional background: Joseph Safra is currently Chairman of the Board of Directors of J. Safra Sarasin Holding Ltd. and Safra National Bank of New York. Mr. Safra is the founder of the various Safra Banks which are part of the Safra Group.
|
|
Ailton Bernardo, Brazil
|
Function at J. Safra Foods Holdings S.à.r.l.: Member of Board of Managers
|
|
|
Other current positions and Directorships: Ailton Bernardo is currently the Deputy Managing Director at Banque J. Safra Sarasin (Luxembourg) SA, which is engaged in private and commercial banking services, and custody services, and is part of the J. Safra Sarasin Group. Mr. Bernardo is also a Manager at J. Safra Holdings Luxembourg S.a.r.l. Mr. Bernardo also holds directorship positions as a director of entities affiliated with the Safra Group including J. Safra Holdings International (Luxembourg) S.A., J. Safra Sarasin Brokerage Ltd. and J. Safra Sarasin Insurance Brokerage (Asia) Ltd.
|
|
Fernando Batista, Brazil
|
Function at J. Safra Foods Holdings S.à.r.l.: Member of Board of Managers
|
|
|
Other current positions and Directorships: Fernando Batista is currently Deputy Director at Banque J. Safra Sarasin (Luxembourg) SA. Mr. Batista is also a Manager at J. Safra Holdings Luxembourg S.a.r.l. Mr. Batista also holds directorship positions as a director of entities affiliated with the Safra Group, including J. Safra Holdings International (Luxembourg) S.A., J. Safra Asset Management Limited, Safra Asset Management (Bahamas) Limited and J. Safra Sarasin Asset Management (Bahamas) Ltd.
|
|
André Patiri, Italy
|
Function at J. Safra Foods Holdings S.à.r.l.: Member of Board of Managers
|
|
Professional Background: From 2006 to 2013 André Patiri was the Deputy Director of Private Banking at Banque J. Safra Sarasin (Luxembourg) SA. Before 2006 Mr. Patiri held various other positions at Banque J. Safra Sarasin (Luxembourg) SA.
|
||
|
Other current positions and Directorships: André Patiri is currently Director of Private Banking at Banque J. Safra Sarasin (Luxembourg) SA. Mr. Patiri also holds positions with entities affiliated with the Safra Group as a Director at J. Safra Holdings International (Luxembourg) S.A. and as a Manager at J. Safra Holdings Luxembourg S.à.r.l.
|
|
Mathieu Beaumont, France
|
Function at J. Safra Foods Holdings S.à.r.l.: Member of Board of Managers
|
|
Professional Background: From 2008 to 2011 Mathieu Beaumont was the Deputy head of accounting at Banque J. Safra Sarasin (Luxembourg) SA. Mr. Beaumont also worked at Banque J. Safra Sarasin (Luxembourg) SA prior to 2008.
|
||
|
Other current positions and Directorships: Mathieu Beaumont is currently Head of Risk Management at Banque J. Safra Sarasin (Luxembourg) SA. Mr. Beaumont has held this position since 2011.
|
Name and Country of Citizenship
|
Present Principal Occupation or Employment;
Material Positions Held During at Least the Past Five Years
|
|
Daniel Wainberg, Uruguay and Poland
|
Function at Parent: Director
|
|
|
Professional background: Daniel Wainberg is currently Executive Director at Bank J. Safra Sarasin Ltd., which provides private and commercial banking services, asset management and advisory services in Switzerland. Bank J. Safra Sarasin Ltd. is part of the J. Safra Sarasin Group. Mr. Wainberg has held directorship positions as a director of entities affiliated with the Safra Group, including J. Safra Asset Management Limited and Safra Asset Management (Bahamas) Limited. Mr. Wainberg is also currently a director at J. Safra Sarasin Insurance Brokerage (Asia) Ltd.
|
|
Fernando Batista, Brazil
|
Function at Parent: Director
|
|
|
Professional background: (See information provided for Safra Foods above.)
|
|
Graziela Cutrale, Brazil
|
Function at Parent: Director
|
|
|
Professional background: (See information provided for Burlingtown above.)
|
|
Philip Warner, Britain
|
Function at Parent: Director
|
|
|
Professional background: (See information provided for Burlingtown above.)”
|
CAVENDISH ACQUISITION CORPORATION | |||
|
By:
|
/s/ Michael Rubinoff | |
Name: Michael Rubinoff | |||
Title: President and Director | |||
CAVENDISH GLOBAL LIMITED | |||
|
By:
|
/s/ Daniel Wainberg | |
Name: Daniel Wainberg | |||
Title: Director | |||
|
By:
|
/s/ Philip Warner | |
Name: Philip Warner | |||
Title: Director | |||