0001144204-14-052523.txt : 20140826 0001144204-14-052523.hdr.sgml : 20140826 20140826170223 ACCESSION NUMBER: 0001144204-14-052523 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140826 DATE AS OF CHANGE: 20140826 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 141065808 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: 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: 425 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 425 1 v387738_425.htm 425

 

Filed Pursuant to Rule 425

of the Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-6

of the Securities Exchange Act of 1934, as amended

Filer: Chiquita Brands International, Inc.

Subject Company: Chiquita Brands International, Inc.

Filer’s Commission File No.: 001-01550

Date: August 26, 2014

 

The following news release was issued by Chiquita on August 26, 2014, in accordance with Rule 8.1 of the Irish Takeover Panel Act.

 

News Release

 

CONTACTS: Steve Himes, 980-636-5636, shimes@chiquita.com, (Investors and Analysts)

Ed Loyd, 980-636-5145, eloyd@chiquita.com, (Media)

 

Chiquita Brands Provides Rule 8.1 Announcement –

Executive Officers Acquire Shares of Chiquita Stock

 

CHARLOTTE – August 26, 2014 - Chiquita Brands International, Inc. (NYSE: CQB) today announced in accordance with Rule 8.1 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013, that as of August 23, 2014, Brian W. Kocher, its Executive Vice President and Chief Operating Officer, acquired 7,447 shares; Kevin R. Holland, its Executive Vice President and Chief People Officer acquired 6,324 shares; Manuel Rodriguez, its Executive Vice President, Government and International Affairs and Corporate Responsibility Officer acquired 1,972 shares; and James E. Thompson, its Executive Vice President, General Counsel and Secretary acquired 5,368 shares. These shares were acquired upon the vesting, in the ordinary course, of restricted stock units held by each executive officer named above. Of this amount a total of 1,114 shares were sold on behalf of Mr. Kocher, 285 shares were sold on behalf of Mr. Rodriguez and 803 shares were sold on behalf of Mr. Thompson to provide, on an estimated basis, the cash necessary to pay any remaining taxes owed as a result of the units vesting. Such sales were effected pursuant to arrangements (i.e., Rule 10b5-1 plans under US law) previously put in place by such officers for such purpose.

 

NO OFFER OR SOLICITATION 

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed combination of Chiquita and Fyffes plc, a public limited company organized under the laws of Ireland (“Fyffes”) or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED AND WILL BE FILED WITH THE SEC

ChiquitaFyffes Limited, a private limited company organized under the laws of Ireland (“ChiquitaFyffes”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a Proxy Statement that also constitutes a Prospectus of ChiquitaFyffes. The registration statement was declared effective by the SEC on July 25, 2014. The Form S-4 also includes the Scheme Circular and Explanatory Statement required to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. Each of Chiquita and Fyffes has completed the mailing to their respective shareholders (and to Fyffes share option holders for information only) of the definitive Proxy Statement/Prospectus/Scheme Circular in connection with the proposed combination of Chiquita and Fyffes and related transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES, THE COMBINATION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed with the SEC by ChiquitaFyffes, Chiquita and Fyffes through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed by Chiquita, Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202 or by calling (980) 636-5000, or by contacting Fyffes Investor Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling + 353 1 887 2700.

 

 
 

 

ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.

Chiquita Brands International, Inc. (NYSE: CQB) is a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products - from energy-rich bananas, blends of convenient green salads and other fruits to healthy snacking products. The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs approximately 20,000 people and has operations in nearly 70 countries worldwide. For more information, please visit the corporate web site at www.chiquita.com.

 

# #

 

 
 

 

Ap9

APPENDIX 3

DISCLOSURE FORMS

FORM 8.1(a)&(b)(i)

IRISH TAKEOVER PANEL  

 

DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL

ACT, 1997, TAKEOVER RULES, 2013

 

DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

 

1.KEY INFORMATION

 

Name of person dealing (Note 1) Brian W. Kocher
 
   
Company dealt in Chiquita Brands International, Inc.
   
Class of relevant security to which the Common shares, par value $0.01 per share
dealings being disclosed relate (Note 2)  
   
Date of dealing 23 August 2014
   

 

2.INTERESTS AND SHORT POSITIONS

 

(a)Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

 

  Long Short
  Number (%) Number (%)
(1) Relevant securities 103,745
Common Shares		    
0.22%      
       
         
(2) Derivatives (other than options) N/A      
       
(3) Options and agreements to purchase/sell 135,150
Restricted Stock Units		    
  under Chiquita Share Plans    
  0.29%      
Total 238,895      
0.51%      
       

 

(b)Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3) N/A

 

Class of relevant security: Long Short
  Number (%) Number (%)
         
(1) Relevant securities        
         
(2) Derivatives (other than options)        
         
(3) Options and agreements to purchase/sell        
         
Total        
         

 

 
 

 

Ap10

 

3.DEALINGS (Note 4)

 

(a)Purchases and sales

 

Purchase/sale Number of relevant securities Price per unit (Note 5)
       
Sale  by Chiquita  Brands International Inc. to pay tax pursuant to standing arrangements following vesting of Common Shares as described at 3(d) below. 1,114 $14.10
   
   
   
   
   
   
       

  

(b)Derivatives transactions (other than options transactions)

 

Product name, Nature of transaction Number of relevant securities Price per unit
e.g. CFD (Note 6) (Note 7) (Note 5)
         

 

(c)Options transactions in respect of existing relevant securities

 

(i)Writing, selling, purchasing or varying

 

Product name, Writing, selling, Number of securities Exercise Type, e.g. Expiry Option money
e.g. call option purchasing, to which the option price American, date paid/received
  varying etc. relates (Note 7)   European etc.   per unit (Note 5)
             
             

 

(ii)Exercising

 

Product name, Number of securities Exercise price per
e.g. call option   unit (Note 5)
     
     

 

(d)Other dealings (including transactions in respect of new securities) (Note 4)

 

Nature of transaction Details Price per unit
(Note 8)   (if applicable) (Note 5)

Vesting   of restricted 7,447 Common Shares were issued to Mr $0.00
stock units   Kocher upon the vesting, in the ordinary  
    course, of restricted stock units, held by  
    him,  of  which  1,114  Common  Shares  
    were  sold  on  25  August  2014  (as  
    disclosed at 3(a) above), to provide, on an  
    estimated basis, the cash necessary to  
    pay any remaining taxes owed as a result  
    of the  units  vesting. Such  sales  were  
    effected pursuant to arrangements (i.e.,  
    Rule  10b5-1  plans  under  US  law)  
    previously put in place for such purpose.  
       

 

 
 

 

Ap11

 

4.OTHER INFORMATION

 

Agreements, arrangements or understandings relating to options or derivatives

  

 

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

 

 

Is a Supplemental Form 8 attached? (Note 9) YES/NOü

  

Date of disclosure 25 August 2014
   
Contact name James E. Thompson, General Counsel
 
   
Telephone number 980-636-5000
 
   
Name of offeree/offeror with which Chiquita Brands International, Inc.
acting in concert  
   
Specify category and nature of Person who is interested or deals in relevant
securities of an offeror or offeree and has, in
acting in concert status
addition to his or her normal interest as an
 
  investor in securities, an interest or potential
  interest,  whether  commercial,  financial  or
  person, in the outcome of the offer or possible
  offer concerned.
   

 

 
 

 

Ap9

 

 

APPENDIX 3

DISCLOSURE FORMS

 

FORM 8.1(a)&(b)(i)

 

IRISH TAKEOVER PANEL

 

DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL

ACT, 1997, TAKEOVER RULES, 2013

 

DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

 

1.KEY INFORMATION

 

Name of person dealing (Note 1) Kevin R. Holland
 
   
Company dealt in Chiquita Brands International, Inc.
   
Class of relevant security to which the Common shares, par value $0.01 per share
dealings being disclosed relate (Note 2)  
   
Date of dealing 23 August 2014
   

 

2.INTERESTS AND SHORT POSITIONS

 

(c)Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

 

  Long Short
  Number (%) Number (%)
(1) Relevant securities 126,608      
  Common Shares       
  0.27%      
         
  3,234 share  equivalents
held in the Common Stock
Fund of the Chiquita 		   
  401(k) Plan
0.007%      		    
(2) Derivatives (other than options) N/A      
         
(3) Options and agreements to purchase/sell 70,748      
  Restricted Stock Units       
  under Chiquita Share      
  Plans 0.15%      
         
Total 200,590      
  0.43%       
         

   

(d)Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3) N/A

 

Class of relevant security: Long Short
    Number (%) Number (%)
           
(1) Relevant securities        
         
(2) Derivatives (other than options)        
           
(3) Options and agreements to purchase/sell        
         
Total        
           

 

 
 

 

Ap10

 

3.DEALINGS (Note 4)

 

(e)Purchases and sales

     

Purchase/sale Number of relevant securities Price per unit (Note 5)
     
     

  

(f)Derivatives transactions (other than options transactions)

 

Product name, Nature of transaction Number of relevant securities Price per unit
e.g. CFD (Note 6) (Note 7) (Note 5)
         

 

(g)Options transactions in respect of existing relevant securities

 

(iii)Writing, selling, purchasing or varying

 

Product name, Writing, selling, Number of securities Exercise Type, e.g. Expiry Option money
e.g. call option purchasing, to which the option price American, date paid/received
  varying etc. relates (Note 7)   European etc.   per unit (Note 5)
             
             

 

(iv)Exercising

 

Product name, Number of securities Exercise price per
e.g. call option   unit (Note 5)
     
     

 

(h)Other dealings (including transactions in respect of new securities) (Note 4)

 

Nature of transaction Details Price per unit
(Note 8)   (if applicable) (Note 5)

Vesting of restricted 6,234 Common Shares were issued to Mr $0.00
stock units   Holland upon the vesting, in the ordinary  
    course, of restricted stock units, held by  
    him.  
       

 

 
 

 

Ap11

 

4.OTHER INFORMATION

 

Agreements, arrangements or understandings relating to options or derivatives

 

 

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

 

  

Is a Supplemental Form 8 attached? (Note 9) YES/NOü

 

Date of disclosure 25 August 2014
   
Contact name James E. Thompson, General Counsel
 
   
Telephone number 980-636-5000
 
   
Name of offeree/offeror with which Chiquita Brands International, Inc.
acting in concert  
   
Specify category and nature of Person who is interested or deals in relevant
securities of an offeror or offeree and has, in
acting in concert status
addition to his or her normal interest as an
 
  investor in securities, an interest or potential
  interest,  whether  commercial,  financial  or
  person, in the outcome of the offer or possible
  offer concerned.
   

 

 
 

 

Ap9

 

 

APPENDIX 3

DISCLOSURE FORMS

 

FORM 8.1(a)&(b)(i)

 

IRISH TAKEOVER PANEL

 

DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL

ACT, 1997, TAKEOVER RULES, 2013

 

DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

 

1.KEY INFORMATION

 

Name of person dealing (Note 1) Manuel Rodriguez
 
   
Company dealt in Chiquita Brands International, Inc.
   
Class of relevant security to which the Common shares, par value $0.01 per share
dealings being disclosed relate (Note 2)  
   
Date of dealing 23 August 2014
   

 

2.INTERESTS AND SHORT POSITIONS

 

(e)Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

 

  Long Short
  Number (%) Number (%)
(1) Relevant securities 57,888      
  Common Shares    
  0.12%      
         
  109 share equivalents held    
  in the Common Stock Fund    
  of the Chiquita 401(k) Plan    
  0.00023%      
         
(2) Derivatives (other than options) N/A      
         
(3) Options and agreements to purchase/sell 24,550
Restricted Stock Units		    
  under Chiquita Share Plans    
  0.052%      
Total 82,547      
  0.18%      

 

(f)Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3) N/A

 

Class of relevant security: Long Short
  Number  (%) Number  (%)
(1) Relevant securities    
(2) Derivatives (other than options)    
(3) Options and agreements to purchase/sell    
Total    
         

 

 
 

 

Ap10

 

3.DEALINGS (Note 4)

 

(i)Purchases and sales

 

Purchase/sale Number of relevant securities Price per unit (Note 5)
     
Sale  by  Chiquita  Brands 285 $14.13
International Inc. to pay tax    
pursuant to standing    
arrangements following    
vesting of Common Shares    
as described at 3(d) below.    
     

 

(j)Derivatives transactions (other than options transactions)

 

Product name, Nature of transaction Number of relevant securities Price per unit
e.g. CFD (Note 6) (Note 7) (Note 5)
         

 

(k)Options transactions in respect of existing relevant securities

 

(v)Writing, selling, purchasing or varying

 

Product name, Writing, selling, Number of securities Exercise Type, e.g. Expiry Option money
e.g. call option purchasing, to which the option price American, date paid/received
  varying etc. relates (Note 7)   European etc.   per unit (Note 5)
             
             

 

(vi)Exercising

 

Product name, Number of securities Exercise price per
e.g. call option   unit (Note 5)
     
     

 

(l)Other dealings (including transactions in respect of new securities) (Note 4)

 

Nature of transaction Details Price per unit
(Note 8)   (if applicable) (Note 5)

Vesting of restricted 1,972 Common Shares were issued to Mr $0.00
stock units   Rodriguez  upon  the  vesting,  in  the  
    ordinary course, of restricted stock units,  
    held  by  him,  of  which  285  Common  
    Shares were sold on 25 August 2014 (as  
    disclosed at 3(a) above), to provide, on an  
    estimated basis, the cash necessary to  
    pay any remaining taxes owed as a result  
    of the  units  vesting. Such  sales  were  
    effected pursuant to arrangements (i.e.,  
    Rule  10b5-1  plans  under  US  law)  
    previously put in place for such purpose.  
       

 

 
 

 

Ap11

 

4.OTHER INFORMATION

 

Agreements, arrangements or understandings relating to options or derivatives

 

 

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

 

 

Is a Supplemental Form 8 attached? (Note 9) YES/NOü

 

Date of disclosure 25 August 2014
   
Contact name James E. Thompson, General Counsel
 
   
Telephone number 980-636-5000
 
   
Name of offeree/offeror with which Chiquita Brands International, Inc.
acting in concert  
   
Specify category and nature of Person who is interested or deals in relevant
securities of an offeror or offeree and has, in
acting in concert status
addition to his or her normal interest as an
 
  investor in securities, an interest or potential
  interest,  whether  commercial,  financial  or
  person, in the outcome of the offer or possible
  offer concerned.
   

 

 
 

 

Ap9

 

APPENDIX 3

DISCLOSURE FORMS

 

FORM 8.1(a)&(b)(i)

 

IRISH TAKEOVER PANEL

 

DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL

ACT, 1997, TAKEOVER RULES, 2013

 

DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

 

1.KEY INFORMATION

 

Name of person dealing (Note 1) James E. Thompson
 
   
Company dealt in Chiquita Brands International, Inc.
   
Class of relevant security to which the Common shares, par value $0.01 per share
dealings being disclosed relate (Note 2)  
   
Date of dealing 25 August 2014
   

 

2.INTERESTS AND SHORT POSITIONS

 

(g)Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)

 

  Long Short
  Number (%) Number (%)
(1) Relevant securities 103,666 Common Shares    
0.22%      
       
         
(2) Derivatives (other than options) N/A      
       
(3) Options and agreements to purchase/sell 67,031 Restricted Stock Units    
under Chiquita Share Plans    
  0.14%      
         
Total 170,697      
0.36%      
       
         

 

(h)Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3) N/A

 

Class of relevant security: Long Short
    Number (%) Number (%)
           
(1) Relevant securities        
         
(2) Derivatives (other than options)        
           
(3) Options and agreements to purchase/sell        
         
Total        
           

 

 
 

 

Ap10

 

3.DEALINGS (Note 4)

 

(m)Purchases and sales

 

Purchase/sale Number of relevant securities Price per unit (Note 5)
     
Sale  by Chiquita  Brands 803 $14.10
International Inc. to pay tax    
pursuant to standing    
arrangements following    
vesting of Common Shares    
as described at 3(d) below    
     

 

(n)Derivatives transactions (other than options transactions)

 

Product name, Nature of transaction Number of relevant securities Price per unit
e.g. CFD (Note 6) (Note 7) (Note 5)
         

 

(o)Options transactions in respect of existing relevant securities (vii) Writing, selling, purchasing or varying

 

Product name, Writing, selling, Number of securities Exercise Type, e.g. Expiry Option money
e.g. call option purchasing, to which the option price American, date paid/received
  varying etc. relates (Note 7)   European etc.   per unit (Note 5)
             
             

 

(viii)Exercising

 

Product name, Number of securities Exercise price per
e.g. call option   unit (Note 5)
     
     

 

(p)Other dealings (including transactions in respect of new securities) (Note 4)

 

Nature of transaction Details Price per unit
(Note 8)   (if applicable) (Note 5)

Vesting   of restricted 5,368 Common Shares were issued to Mr. $0.00
stock units   Thompson  upon  the  vesting,  in  the  
    ordinary course, of restricted stock units,  
    held  by  him,  of  which  803  Common  
    Shares were sold on 25 August 2014(as  
    disclosed at 3(a) above), to provide, on an  
    estimated basis, the cash necessary to  
    pay any remaining taxes owed as a result  
    of the  units  vesting. Such  sales  were  
    effected pursuant to arrangements (i.e.,  
    Rule  10b5-1  plans  under  US  law)  
    previously put in place for such purpose.  
       

 

 
 

 

Ap11

 

4.OTHER INFORMATION

 

Agreements, arrangements or understandings relating to options or derivatives

 

 

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

 

 

Is a Supplemental Form 8 attached? (Note 9) YES/NOü

 

Date of disclosure 25 August 2014
   
Contact name James E. Thompson, General Counsel
 
   
Telephone number 980-636-5000
 
   
Name of offeree/offeror with which Chiquita Brands International, Inc.
acting in concert  
   
Specify category and nature of Person who is interested or deals in relevant
securities of an offeror or offeree and has, in
acting in concert status
addition to his or her normal interest as an
 
  investor in securities, an interest or potential
  interest,  whether  commercial,  financial  or
  person, in the outcome of the offer or possible
  offer concerned.