425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2014

_________________

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

_________________

New Jersey	1-1550	04-1923360
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

550 South Caldwell Street, Charlotte, North Carolina 28202

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (980) 636-5000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 1 to the Transaction Agreement

As previously announced, on March 10, 2014, Chiquita Brands International, Inc., a New Jersey corporation (“Chiquita”), Fyffes plc, a public limited company organized under the laws of Ireland (“Fyffes”), ChiquitaFyffes Limited (formerly known as Twombly One Limited), a private limited company organized under the laws of Ireland (“ChiquitaFyffes”), CBII Holding Corporation, a Delaware corporation and wholly owned subsidiary of ChiquitaFyffes (“US Holdco”), and Chicago Merger Sub, Inc., a New Jersey corporation and wholly owned subsidiary of US Holdco (“Merger Sub”) entered into a transaction agreement (the “Transaction Agreement”), pursuant to which Fyffes will combine with Chiquita (the “Combination”). Pursuant to the transactions contemplated by the Transaction Agreement, ChiquitaFyffes will acquire all of the outstanding shares of Fyffes from Fyffes shareholders for newly issued ordinary shares of ChiquitaFyffes pursuant to a scheme of arrangement under Section 201 of the Irish Companies Act of 1963 (the “Scheme”). Immediately following and conditioned upon the consummation of the Scheme, Merger Sub will merge with and into Chiquita (the “Merger”), with Chiquita surviving the Merger. As a result of the Scheme and the Merger, both Chiquita and Fyffes will become wholly owned subsidiaries of ChiquitaFyffes.

On September 25, 2014, Chiquita, Fyffes, ChiquitaFyffes, US Holdco and Merger Sub entered into Amendment No. 1 to the Transaction Agreement (the “Amendment”), so that, among other things, at the effective time of the Scheme, the holder of each Fyffes ordinary share issued and outstanding immediately prior to completion of the Scheme will obtain the right to receive from ChiquitaFyffes 0.1113 of a ChiquitaFyffes ordinary share. Upon completion of the Combination, Chiquita shareholders are now expected to own approximately 59.6% of ChiquitaFyffes, an increase from 50.7% under the unamended Transaction Agreement, and Fyffes shareholders are now expected to own approximately 40.4% of ChiquitaFyffes, on a fully diluted basis. The Amendment also provides that Fyffes will have the right to terminate the Transaction Agreement if Chiquita shareholder approval is not obtained on or prior to October 24, 2014. In such event, Fyffes may be entitled to a termination fee if Chiquita enters into another transaction within nine months.

Supplemental Expenses Reimbursement Agreement

In addition, on September 25, 2014, Chiquita and Fyffes entered into a Supplemental Expenses Reimbursement Agreement (“Supplemental ERA”). Under the Supplemental ERA, Chiquita has agreed to pay Fyffes an amount equal to 3.5% of the total value attributable to the issued share capital of Chiquita that is the subject of the Merger (calculated based on the closing price of Chiquita common stock on the business day immediately preceding the event giving rise to the payment obligation) if the Transaction Agreement is terminated under certain specified circumstances as detailed in Transaction Agreement, as amended.

The foregoing description of the terms of the Amendment and the Supplemental ERA are only summaries, do not purport to be complete, and are qualified in their entirety by the complete text of the Amendment and the Supplemental ERA, copies of which are filed as Exhibits 2.1 and 2.2 hereto, respectively, and incorporated herein by reference. The documents attached hereto have been included to provide investors with information regarding their terms. The Transaction Agreement, as amended, contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for purposes of the contracts between the parties and may be subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of those contracts. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to investors, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.

Item 8.01 Other Events.

On September 26, 2014, Chiquita and Fyffes issued a joint press release announcing entry into the Amendment and the Supplemental ERA.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 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 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 mailing to their respective shareholders 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 are able to obtain free copies of the definitive 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 are able to obtain free copies of the definitive 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.

Participants In The Solicitation

Chiquita, Fyffes, ChiquitaFyffes and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the combination. Information about the directors and executive officers of Fyffes is set forth in its Annual Report for the year ended December 31, 2013, which was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. Information about the directors and executive officers of Chiquita is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 4, 2014 and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 11, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive Proxy Statement/Prospectus/Scheme Circular described above and other relevant materials to be filed with the SEC when they become available.

Forward-Looking Statements

This communication contains certain statements that are “forward-looking statements.” These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita and Fyffes, including: the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting Chiquita and/or Fyffes or the industry, labor relations, taxes, political instability and terrorism; unusual weather events, conditions or crop risks; continued ability of Chiquita and Fyffes to access the capital and credit markets on commercially reasonable terms and comply with the terms of their debt instruments; access to and cost of financing; and the outcome of pending litigation and governmental investigations involving Chiquita and/or Fyffes, as well as the legal fees and other costs incurred in connection with these items. Readers are cautioned that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Forward-looking statements relating to the combination involving Fyffes and Chiquita include, but are not limited to: statements about the benefits of the combination, including expected synergies and future financial and operating results; Fyffes and Chiquita’s plans, objectives, expectations and intentions; the expected timing of completion of the combination; and other statements relating to the combination that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements.

With respect to the combination, these factors include, but are not limited to: risks and uncertainties relating to the ability to obtain the requisite Fyffes and Chiquita shareholder approvals; the risk that Fyffes or Chiquita may be unable to obtain governmental and regulatory approvals required for the combination, or required governmental and regulatory approvals may delay the combination or result in the imposition of conditions that could reduce the anticipated benefits from the combination or cause the parties to abandon the combination; the risk that a condition to closing of the combination may not be satisfied; the length of time necessary to consummate the combination; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the combination may not be fully realized or may take longer to realize than expected; disruption arising as consequence of the combination making it more difficult to maintain existing relationships or establish new relationships with customers, employees or suppliers; the diversion of management time on transaction-related issues; the ability of the combined company to retain and hire key personnel; the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect.

These risks, as well as other risks associated with the combination, are more fully discussed in the Proxy Statement/Prospectus/Scheme Circular that is included in the Registration Statement on Form S-4 that was filed with the SEC in connection with the combination and are contained in the definitive Proxy Statement/Prospectus/Scheme Circular mailed to shareholders. Additional risks and uncertainties are identified and discussed in Chiquita’s reports filed with the SEC and available at the SEC’s website at www.sec.gov and in Fyffes reports filed with the Registrar of companies available at Fyffes website at www.fyffes.com. Forward-looking statements included in this document speak only as of the date of this document. Neither Chiquita nor Fyffes undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this communication.

No statement in this communication is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Chiquita, or Fyffes or ChiquitaFyffes, as appropriate. No statement in this communication constitutes an asset valuation.

STATEMENT REQUIRED BY THE TAKEOVER RULES

The directors of Chiquita accept responsibility for the information contained in this announcement other than that relating to Fyffes and the Fyffes Group and the directors of Fyffes and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Chiquita (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION
2.1	Amendment No. 1 to the Transaction Agreement, dated September 25, 2014, between Chiquita, Fyffes, ChiquitaFyffes, US Holdco and Merger Sub
2.2	Supplemental Expenses Reimbursement Agreement, dated September 25, 2014, between Chiquita and Fyffes
99.1	Press Release dated September 26, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 26, 2014

CHIQUITA Brands International, Inc.
By:	/s/ James E. Thompson
	James E. Thompson
	Executive Vice President, General Counsel
	and Secretary

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
2.1	Amendment No. 1 to the Transaction Agreement, dated September 25, 2014, between Chiquita, Fyffes, ChiquitaFyffes, US Holdco and Merger Sub
2.2	Supplemental Expenses Reimbursement Agreement, dated September 25, 2014, between Chiquita and Fyffes
99.1	Press Release dated September 26, 2014

EX-2.1

Exhibit 2.1

Execution Version

Dated September 25, 2014

CHIQUITA BRANDS INTERNATIONAL, INC.,

CHIQUITAFYFFES LIMITED,

CBII HOLDING CORPORATION,

CHICAGO MERGER SUB, INC.,

and

FYFFES PLC

AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT

THIS AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT is made on September 25, 2014 (this “Amendment”)

BETWEEN:

CHIQUITA BRANDS INTERNATIONAL, INC.,

a company incorporated in New Jersey

(hereinafter called “Chiquita”),

CHIQUITAFYFFES LIMITED

a company incorporated in Ireland

(formerly called Twombly One Limited and hereinafter called “IrHoldco”),

CBII HOLDING CORPORATION

a company incorporated in Delaware

(hereinafter called “Delaware Sub”),

CHICAGO MERGER SUB, INC.

a company incorporated in New Jersey

(hereinafter called “MergerSub”),

- and –

FYFFES PLC

a company incorporated in Ireland

(hereinafter called “Fyffes”, and together with Chiquita, IrHoldco, Delaware Sub and Merger Sub, the “Parties”)

RECITALS:

1. Each of the Parties desires to amend and supplement the Transaction Agreement in certain respects as described in this Amendment.

NOW IT IS HEREBY AGREED as follows:

1. Definitions.

1.1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement, dated as of March 10, 2014, by and among the Parties (the “Transaction Agreement”) except as otherwise provided in Clause 3(a) of this Amendment.

1.2 Construction

(a) In this Amendment, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall, unless the context clearly indicates to the contrary, refer to the whole of this Amendment and not to any particular section or clause thereof.

(b) In this Amendment, save as otherwise provided herein, any reference herein to a section, clause, schedule or paragraph shall be a reference to a section, sub-section, clause, sub-clause, paragraph or sub-paragraph (as the case may be) of this Amendment.

(c) In this Amendment, any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof and shall also include any subordinate legislation made from time to time under such provision, and any reference to any provision of any legislation, unless the context clearly indicates to the contrary, shall be a reference to legislation of Ireland.

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(d) In this Amendment, the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.

(e) In this Amendment, any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be deemed to include a reference to what most nearly approximates in that jurisdiction to the Irish legal term.

(f) In this Amendment, any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(g) In this Amendment, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and all attachments thereto and instruments incorporated therein.

1.3 Captions

The headings or captions to the clauses in this Amendment are inserted for convenience of reference only and shall not affect the interpretation or construction thereof.

1.4 Time

In this Amendment, references to time are to Irish times unless otherwise specified.

1.5 Amendment

The Transaction Agreement shall continue in full force and effect save as amended by this Amendment. All references in the Transaction Agreement to “this Agreement”, “hereof“, “hereby”, “hereto”, “hereafter”, “herein” and other similar expressions shall be deemed to be references to the Transaction Agreement as amended by this Amendment. All references in the Transaction Agreement to the “Combination”, the “Scheme” or the “Scheme of Arrangement” shall, without limitation, refer to the “Combination”, the “Scheme” or the “Scheme of Arrangement” as revised or to be revised in accordance with the terms of this Amendment and the Announcement of Revision of Exchange Ratio.

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2. Announcement of Revision of Exchange Ratio

2.1 Each Party confirms that its respective board of directors (or a duly authorised committee thereof) has approved the contents and release of the Announcement of Revision of Exchange Ratio.

2.2 Forthwith upon the execution of this Amendment, Fyffes shall, in accordance with, and for the purposes of, the Takeover Rules, procure the release of the Announcement of Revision of Exchange Ratio to a Regulatory Information Service by no later than 12:00 noon New York City time, on September 26, 2014, or such later time as may be agreed between the Parties in writing and Chiquita hereby confirms its consent to the release of the announcement in this manner.

2.3 Without prejudice to the obligations of Fyffes and Chiquita under the Transaction Agreement (which, should this Amendment not become effective, shall continue in full force and effect in accordance with its terms), the obligations of Fyffes and Chiquita under this Agreement, other than the obligations under Clause 2.2 above, shall be conditional on the release of the Announcement of Revision of Exchange Ratio to a Regulatory Information Service on September 26, 2014.

2.4 Fyffes confirms that, as of the date hereof, the Fyffes Board considers that the terms of the Scheme as to be revised in accordance with the terms of the Announcement of Revision of Exchange Ratio are fair and reasonable and the Fyffes Board has resolved to recommend to the Fyffes Shareholders that they vote in favour of the Resolutions. The recommendation of the Fyffes Board that the Fyffes Shareholders vote in favour of the Resolutions, and the related recommendation of the financial advisers to the Fyffes Board, are set out in the Announcement of Revision of Exchange Ratio and, subject to Clause 5.3 of the Transaction Agreement, shall (subject to the approval of the Irish High Court) be incorporated in any revised Scheme Document and shall be incorporated in any other document sent to Fyffes Shareholders in connection with the Combination to the extent required by the Takeover Rules.

2.5 Chiquita confirms that, as of the date hereof, the Chiquita Board has determined that the transactions contemplated by the Transaction Agreement, as amended by this Amendment, are fair to and in the best interests of Chiquita and the Chiquita Shareholders and the Chiquita Board has resolved to recommend to the Chiquita Shareholders that they vote in favour of the adoption of the Transaction Agreement, as amended by this Amendment. The recommendation of the Chiquita Board that the Chiquita Shareholders vote in favour of the adoption of the Transaction Agreement, as amended by this Amendment, shall (subject to Clause 5.4 of the Transaction Agreement) be incorporated in the Joint Proxy Statement, as supplemented by the Proxy Statement Supplement (as defined below) and the Form S-4, as amended by the S-4 Amendment (as defined below).

3. Amendments to the Transaction Agreement

(a) Clause 1.1 of the Transaction Agreement is hereby amended and supplemented by restating the following definitions:

““Expenses Reimbursement Agreement”, the expenses reimbursement agreement dated March 10, 2014 between Chiquita and Fyffes, as amended by the supplemental expenses reimbursement agreement dated September 25, 2014;”

and

““Support Letter”, means the letter dated March 7, 2014, which was signed on behalf of the Article 6 Martial Trust under the First Amended and Restated Jerry Zucker Revocable Trust, dated April 2, 2007, as supplemented by the letter dated September 23, 2014;”

and including the following definition:

““Announcement of Revision of Exchange Ratio”, the announcement in the Agreed Form to be made by the Parties on or about September 26, 2014 in respect of their agreement to change the Exchange Ratio as specified in the Transaction Agreement.”

(b) Clause 8.1(c)(i) of the Transaction Agreement is hereby amended, supplemented and restated in its entirety to read as follows:

“IrHoldco shall, in respect of each Fyffes Share subject to the Scheme: issue 0.1113 (the “Exchange Ratio”) of a IrHoldco Share (the “Share Consideration” together with any cash in lieu of Fractional Entitlements due a holder, the “Scheme Consideration”) to the applicable Fyffes Shareholder (and/or their nominees), which Share Consideration shall be duly authorised, validly issued, fully paid and non-assessable and free of Liens and pre-emptive rights; provided, however, that no fractions of IrHoldco Shares (the “Fractional Entitlements”) shall be issued by IrHoldco to the Fyffes Shareholders under this Clause 8.1(c)(i), and all Fractional Entitlements shall be aggregated and sold in the market by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to the Fyffes Shareholders;

in accordance with the Scheme; and”

(c) Clause 3.3 of the Transaction Agreement is hereby amended, supplemented and restated by the inclusion of the following new Clause 3.3(c) immediately before the existing Clause 3.3(c) and the renumbering of the existing Clause 3.3(c) and (d) as Clause 3.3(d) and (e):

“(c) Fyffes, Chiquita and IrHoldco each shall take, or cause to be taken, such other steps as are reasonably required of it for the proper implementation of the Scheme as shall be revised in accordance with the terms of the Announcement of Revision of Exchange Ratio.”

(d) Clause 9.1(a)(viii) of the Transaction Agreement is hereby amended, supplemented and restated in its entirety to read as follows:

“By Fyffes, in the event that (A) a Chiquita Change of Recommendation shall have occurred or (B) the Chiquita Shareholder Approval shall not have been obtained on or prior to October 24, 2014.”

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4. Fyffes covenant

4.1 Fyffes shall:

(a) as promptly as reasonably practicable make all necessary applications to the High Court in connection with the implementation of the Scheme (as to be revised in accordance with the terms of the Announcement of Revision of Exchange Ratio as contemplated by this Amendment), including issuing appropriate proceedings requesting the High Court to order that the amendment to the terms of the Scheme in accordance with the terms of the Announcement of Revision of Exchange Ratio be approved or noted , using all reasonable endeavors so as to ensure that the hearing of such proceedings occurs as promptly as reasonably practicable in order to facilitate the dispatch of any revised Scheme Document, seeking such directions of the High Court as it considers necessary or desirable in connection with the Court Meeting and convening the Court Meeting as promptly as reasonably practicable following such application to the High Court;

(b) in accordance with the directions of the High Court procure the publication of the requisite advertisements and dispatch of any revised Scheme Document (in a form acceptable to the Panel) and supplemental forms of proxy (if any) for the use at the Court Meeting and the EGM (the form of which shall be agreed between the Parties) (a) to Fyffes Shareholders on the register of members of Fyffes on the record date as agreed with the High Court, as promptly as reasonably practicable after the approval of the High Court to dispatch the documents being obtained, and (b) to the holders of the Fyffes Options or Fyffes Share Awards on such date, for information only, as promptly as reasonably practicable after the approval of the High Court to dispatch the documents being obtained.

(c) use commercially reasonable efforts to obtain agreement from the holders of Fyffes Options as soon as practicable to effect any rule changes or amendments to the Fyffes Option Scheme reasonably considered necessary by Chiquita to ensure that the terms of Fyffes Rollover Options reflect the Fyffes Equity Exchange Ratio as revised in accordance with the terms of the Announcement of Revision of Exchange Ratio.

5. Additional covenants

5.1 As promptly as reasonably practicable following the date of this Amendment, each of the Parties shall cooperate in preparing and, in the case of the Chiquita Parties, shall cause to be filed with the SEC (a) a mutually acceptable supplement to the Joint Proxy Statement (the “Proxy Statement Supplement”) and (b) to the extent required, a post-effective amendment to the Form S-4 (the “S-4 Amendment”), in each case, reflecting the terms of the Announcement of Revision of Exchange Ratio and any other changes mutually agreed by the Parties. The Parties shall comply with the provisions of Clause 3.7 of the Transaction Agreement with respect to the Proxy Statement Supplement and the S-4 Amendment.

5.2 Subject to Clause 3.7(b) of the Transaction Agreement, Chiquita shall duly take all lawful action to adjourn the Chiquita Shareholders Meeting scheduled for October 3, 2014 to October 24, 2014 for the purpose of obtaining the Chiquita Shareholder Approval.

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6. Waiver.

The Parties acknowledge and agree that the execution of this Amendment does not amend or modify the terms of the waiver, dated as of September 7, 2014, between Chiquita and Fyffes insofar as Fyffes agreed not to object to actions taken by Chiquita described in sub-clauses (x) and (y) of Clause 5.4(b) of the Transaction Agreement in response to the receipt of a Chiquita Alternative Proposal and such terms of such waiver shall continue in full force and effect.

7. Representations and Warranties

7.1 Fyffes represents and warrants to Chiquita as follows: Fyffes has all requisite corporate power and authority to enter into this Amendment and to consummate the transactions contemplated hereby. The execution and delivery of this Amendment and the consummation of the transactions contemplated hereby have been duly and validly authorised by the Fyffes Board and no other corporate proceedings on the part of Fyffes are necessary to authorise the consummation of the transactions contemplated hereby. This Amendment has been duly and validly executed and delivered by Fyffes and, assuming this Amendment constitutes the valid and binding agreement of the Chiquita Parties, constitutes the valid and binding agreement of Fyffes, enforceable against Fyffes in accordance with its terms. The execution and delivery by Fyffes of this Amendment do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not conflict with or result in any violation of any provision of the Organisational Documents of Fyffes.

7.2 The Chiquita Parties jointly and severally represent and warrant to Fyffes as follows: Chiquita and each Chiquita Merger Party has all requisite corporate power and authority to enter into this Amendment and to consummate the transactions contemplated hereby. The execution and delivery of this Amendment and the consummation of the transactions contemplated hereby have been duly and validly authorised by the Chiquita Board and the board of directors of each Chiquita Merger Party and no other corporate proceedings on the part of Chiquita or any Chiquita Merger Party are necessary to authorise the consummation of the transactions contemplated hereby. This Amendment has been duly and validly executed and delivered by Chiquita and each Chiquita Merger Party and, assuming this Amendment constitutes the valid and binding agreement of Fyffes, constitutes the valid and binding agreement of Chiquita and each Chiquita Merger Party, enforceable against Chiquita and each Chiquita Merger Party in accordance with its terms. The execution and delivery by Chiquita and each Chiquita Merger Party of this Amendment do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not conflict with or result in any violation of any provision of the Organisational Documents of Chiquita or the Chiquita Merger Parties.

8. General

8.1 This Amendment shall be governed by, and construed in accordance with, the Laws of Ireland; provided, however, that the Merger and matters related thereto shall, to the extent required by the Laws of the State of New Jersey, be governed by, and construed in accordance with, the Laws of the State of New Jersey.

8.2 This Amendment may be executed and delivered (including by facsimile transmission) in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Amendment. Signatures of the Parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

8.3 Except as expressly set forth herein, this Amendment shall not modify or in any way affect any of the provisions of the Transaction Agreement, which shall remain in full force and effect. From and after the date hereof, all references to the term “Agreement” in the Transaction Agreement shall be deemed to refer to the Transaction Agreement, as amended hereby.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

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IN WITNESS whereof the Parties have entered into this Amendment on the date specified above.

SIGNED for and on behalf of

CHIQUITA BRANDS INTERNATIONAL, INC. by its

authorised signatory:

/s/ Edward F. Lonergan

Signature

Edward F. Lonergan

Print Name

Title: President and Chief Executive Officer

[Signature Page to Amendment No. 1 to the Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Amendment on the date specified above.

SIGNED for and on behalf of

CHIQUITAFYFFES LIMITED by its

authorised signatory:

/s/ Paolo Prudenziati

Signature

Paolo Prudenziati

Print Name

Title: Director

[Signature Page to Amendment No. 1 to the Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Amendment on the date specified above.

SIGNED for and on behalf of

CBII HOLDING CORPORATION by its

authorised signatory:

/s/ Brian W. Kocher

Signature

Brian W. Kocher

Print Name

Title: President

[Signature Page to Amendment No. 1 to the Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Amendment on the date specified above.

SIGNED for and on behalf of

CHICAGO MERGER SUB, INC. by its

authorised signatory:

/s/ Brian W. Kocher

Signature

Brian W. Kocher

Print Name

Title: President

[Signature Page to Amendment No. 1 to the Transaction Agreement]

IN WITNESS whereof the Parties have entered into this Amendment on the date specified above.

GIVEN under the common seal

of FYFFES PLC

/s/ David McCann

Signature

David McCann

Print Name

Title: Chairman

/s/ Tom Murphy

Signature

Tom Murphy

Print Name

Title: Director

[Signature Page to Amendment No. 1 to the Transaction Agreement]

EX-2.2

Exhibit 2.2

Execution Version

Dated September 25, 2014

CHIQUITA BRANDS INTERNATIONAL, INC.

and

FYFFES PLC

SUPPLEMENTAL EXPENSES REIMBURSEMENT AGREEMENT

THIS SUPPLEMENTAL AGREEMENT is made on September 25, 2014

BETWEEN:

CHIQUITA BRANDS INTERNATIONAL, INC.

a company incorporated in New Jersey

(hereinafter called “Chiquita”)

- and -

FYFFES PLC

a company incorporated in Ireland

with registered number 73342

having its registered office at

29 North Anne Street, Dublin 7, Ireland

(hereinafter called “Fyffes”)

RECITALS:

1. Chiquita and Fyffes have agreed to combine on the terms set out in the Rule 2.5 Announcement and the Transaction Agreement.

2. Fyffes and Chiquita entered into the Expenses Reimbursement Agreement which sets out the agreement between the Parties as to, among other things, the reimbursement in certain circumstances by (i) Fyffes of certain expenses incurred and to be incurred by Chiquita for the purposes of, in preparation for, or in connection with the Combination and (ii) Chiquita of certain expenses incurred and to be incurred by Fyffes for the purposes of, in preparation for, or in connection with the Combination.

3. Following negotiations between the Parties, the Parties wish to amend the terms of the Expenses Reimbursement Agreement as set out herein.

NOW IT IS HEREBY AGREED as follows:

1. Definitions

1.1 In this Supplemental Agreement the defined terms shall have the same meaning as the defined terms set out in the Expenses Reimbursement Agreement except as otherwise provided for below:

“Announcement of Revision of Exchange Ratio”, the announcement in the Agreed Form to be made by the Parties in respect of their agreement to a change in the exchange ratio as described in the Transaction Agreement;

1.2 Construction

(a) In this Supplemental Agreement, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall, unless the context clearly indicates to the contrary, refer to the whole of this Supplemental Agreement and not to any particular section or clause thereof.

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(b) In this Supplemental Agreement, save as otherwise provided herein, any reference herein to a section, clause, schedule or paragraph shall be a reference to a section, sub-section, clause, sub-clause, paragraph or sub-paragraph (as the case may be) of this Supplemental Agreement.

(c) In this Supplemental Agreement, any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof and shall also include any subordinate legislation made from time to time under such provision, and any reference to any provision of any legislation, unless the context clearly indicates to the contrary, shall be a reference to legislation of Ireland.

(d) In this Supplemental Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.

(e) In this Supplemental Agreement, any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be deemed to include a reference to what most nearly approximates in that jurisdiction to the Irish legal term.

(f) In this Supplemental Agreement, any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(g) In this Supplemental Agreement, any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and all attachments thereto and instruments incorporated therein.

(h) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Transaction Agreement.

1.3 Captions

The headings or captions to the clauses in this Supplemental Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction thereof.

1.4 Time

In this Supplemental Agreement, references to time are to Irish times unless otherwise specified.

2. Pre-condition

This Supplemental Agreement shall not have effect unless and until the Announcement of Revision of Exchange Ratio has been issued.

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3. Amendments to the Agreement

3.1 In consideration for and as an inducement to Fyffes agreeing to release the Announcement of Revision of Exchange Ratio, the Agreement is hereby amended as follows:

(a) The definition of “Fyffes Cap” in Clause 1.1 is hereby deleted;

(b) The text of Clause 4.1 is hereby deleted and replaced with the following text:

“Subject to the provisions of this Agreement, Chiquita agrees to pay Fyffes, if any Fyffes Payment Event occurs, an amount equal to 3.5% of the total value attributable to the issued share capital of Chiquita that is subject to the Merger (excluding, for the avoidance of doubt, any treasury shares and any Chiquita Shares held by Fyffes or any Associate of Fyffes) as set out in the Rule 2.5 Announcement calculated based on the closing price of a Chiquita Share on the Business Day prior to the date of the occurrence of the Fyffes Payment Event (the payments provided for in this Clause 4.1, the “Fyffes Reimbursement Payments”). Upon Fyffes becoming entitled to a Fyffes Reimbursement Payment, Chiquita shall have no further liability in connection with the termination of the Transaction Agreement (for the avoidance of doubt, other than the obligation to pay a Fyffes Reimbursement Payment pursuant to this Agreement), whether under the Transaction Agreement or this Agreement or otherwise, to Fyffes or its shareholders; provided that nothing herein shall release any Party from liability for intentional breach, for fraud or as provided for in the Confidentiality Agreement.”

(c) Clause 4.2(b) is hereby deleted and replaced with the following text:

“all of the following occur:

(i) the Transaction Agreement is terminated by Fyffes for the reason that the Chiquita Shareholders Approval shall not have been obtained on or prior to October 24, 2014; and

(ii) a definitive agreement providing for a Chiquita Alternative Proposal is entered into within 9 months after such termination.”

(d) Clause 4.3(b) is hereby deleted and the subsequent clause is renumbered;

(e) Clause 4.3(c) is hereby deleted and replaced with the following text:

“subject to satisfactory compliance with the provisions of this Agreement upon which a Chiquita Reimbursement Payment may be conditioned, a Chiquita Reimbursement Payment shall be satisfied by payment in full by Chiquita to Fyffes in cleared immediately available funds within 21 calendar days following such receipt of the written demand for payment from Fyffes.” and

(f) Clause 4.4 is hereby deleted.

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4. General

4.1 This Supplemental Agreement shall be governed by, and construed in accordance with, the laws of Ireland. Each of the Parties irrevocably agrees that the courts of Ireland are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Supplemental Agreement and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Supplemental Agreement shall therefore be brought in the courts of Ireland.

4.2 Chiquita hereby irrevocably appoints McCann FitzGerald Solicitors as its authorised agent upon whom process may be served in any suit or proceeding arising out of or in connection with this Supplemental Agreement, and agrees that service of process upon such agent to the following address:

Riverside One
Sir John Rogerson’s Quay, Dublin 2, Ireland
For the attention of: David Byers and Stephen FitzSimons,

shall constitute effective service of process upon Chiquita in any such suit or proceeding. Chiquita further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect until all obligations of Chiquita under this Supplemental Agreement have been satisfied or discharged.

4.3 This Supplemental Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and each Party may enter into this Supplemental Agreement by executing a counterpart and delivering it to the other Party (by hand delivery, facsimile process, e-mail or otherwise).

4.4 Any notice or other document to be served under this Supplemental Agreement may be delivered by overnight delivery service (with proof of service) or hand delivery, or sent by facsimile process, to the Party to be served as follows:

(i) if to Chiquita, to:  

Chiquita Brands International, Inc.
550 South Caldwell Street
Charlotte, NC 28202
Fax:	+1 (513) 672-2658
Attention:	General Counsel
with copy to:
McCann FitzGerald Solicitors
Riverside One
Sir John Rogerson’s Quay, Dublin 2, Ireland
Fax:	+353 1 829 0010
Attention: David Byers
and
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Fax:	+1 (212) 735-2000
Attention:	David J. Friedman, Esq.
and
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
Fax:	+1 (312) 407-0411
Attention:	Peter C. Krupp, Esq.

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(ii) if to Fyffes, to:

Fyffes plc
29 North Anne Street
Dublin 7, Ireland
Fax:	+353 1 887 2755
Attention:	Seamus Keenan, Company Secretary
with copy to:
Arthur Cox
Earlsfort Centre
Earlsfort Terrace, Dublin 2, Ireland
Fax:	+353 1 618 0618
Attention:	Michael Meghen
	Stephen Hegarty
and
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Fax:	+1 (212) 455-2502
Attention:	Mario A. Ponce
	Elizabeth A. Cooper

or such other postal address or fax number as it may have notified to the other Party in writing in accordance with the provisions of this Clause 5.4.

(b) Any notice or document shall be deemed to have been served:

(i) if delivered by overnight delivery or by hand, at the time of delivery; or

(ii) if sent by fax, at the time of termination of the fax transmission (provided that any notice received by facsimile transmission at the addressee’s location on any day that is not a Business Day, or on any Business Day after 5:00 p.m. (addressee’s local time), shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day).

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4.5 The invalidity, illegality or unenforceability of a provision of this Supplemental Agreement does not affect or impair the continuance in force of the remainder of this Supplemental Agreement.

4.6 No release, discharge, amendment, modification or variation of this Supplemental Agreement shall be valid unless it is in writing and signed by or on behalf of each Party.

4.7 Each Party hereto represents and warrants to the other that, assuming due authorisation, execution and delivery by the other Party hereto, this Supplemental Agreement constitutes the valid and binding obligations of that Party.

4.8 Each Party hereto confirms and agrees that no provision of the Transaction Agreement shall supersede, vary or otherwise amend the provisions of this Supplemental Agreement; provided that for the avoidance of doubt, each Party understands and confirms that this Supplemental Agreement shall not affect the obligations of each Party to pay costs and expenses as provided in Clause 10.12 of the Transaction Agreement.

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IN WITNESS whereof the Parties have executed this Supplemental Agreement as a Deed on the day and year above written.

SIGNED for and on behalf of

CHIQUITA BRANDS INTERNATIONAL, INC.

by its authorised signatory:

/s/ Edward F. Lonergan

Signature

Edward F. Lonergan

Print Name

Title: President and Chief Executive Officer

[Signature Page to Supplemental Expenses Reimbursement Agreement]

IN WITNESS whereof the Parties have executed this Supplemental Agreement as a Deed on the day and year above written.

GIVEN under the common seal

of FYFFES PLC:

/s/ David McCann

Signature

David McCann

Print Name

Title: Chairman

/s/ Tom Murphy

Signature

Tom Murphy

Print Name

Title: Director

[Signature Page to Supplemental Expenses Reimbursement Agreement]

EX-99.1

Exhibit 99.1

   

CHIQUITA AND FYFFES ANNOUNCE REVISED TRANSACTION AGREEMENT

Chiquita Shareholders’ Ownership of Combined Company Increases from 50.7% to 59.6%

Intend to Adjourn Shareholder Meetings to Later Part of October

Chiquita Board Reaffirms Recommendation that its Shareholders Vote for Fyffes Transaction

Transaction Offers High Completion Certainty and Expedited Timetable

CHARLOTTE, NC and DUBLIN, Ireland – September 26, 2014 – Chiquita Brands International, Inc. (NYSE: CQB) (“Chiquita”) and Fyffes plc (ESM: FFY ID: AIM: FFY LN) (“Fyffes”) today announced that the Boards of Directors of both companies have unanimously approved a revised agreement for the proposed combination of Chiquita and Fyffes (the “Combination”).

Under the terms of the amended agreement, Fyffes shareholders will now receive 0.1113 ChiquitaFyffes shares for each Fyffes share they hold and Chiquita shareholders will receive one ChiquitaFyffes share for each Chiquita share that they hold upon completion of the Combination. At that time, Chiquita shareholders are expected to own approximately 59.6% of ChiquitaFyffes, an increase from 50.7% under the previous agreement, and Fyffes shareholders are now expected to own approximately 40.4% of ChiquitaFyffes, on a fully diluted basis.

The companies have also agreed to increase the termination fee payable to Fyffes from 1% to a more customary 3.5% of the total value of the issued share capital of Chiquita should the Combination be terminated under certain specified circumstances as detailed in the amended agreement. In addition, under the revised agreement, Fyffes will also have the right to terminate the Transaction Agreement if Chiquita shareholder approval is not obtained on or prior to October 24, 2014. In such event, Fyffes may be entitled to a termination fee if Chiquita enters into another transaction within nine months.

“We are pleased with the increased value that these enhanced terms for Chiquita bring to our shareholders,” said Ed Lonergan, Chiquita’s Chief Executive Officer. “The Fyffes transaction is a natural strategic partnership that brings together two complementary companies to create a combined company that is better positioned to succeed in a highly competitive marketplace, while driving strong performance and value for shareholders as well as immediate benefits for customers and consumers worldwide.”

Chiquita’s Board has, subject to the existing terms of its agreement with Fyffes, reaffirmed its recommendation that Chiquita shareholders vote for the Fyffes transaction and the other related resolutions.

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“The combination of Chiquita and Fyffes is strategic and compelling, creating the #1 banana company globally, with synergies that can only be achieved by these companies coming together,” said David McCann, Fyffes Executive Chairman. “This revised binding agreement, along with the additional synergies recently announced, reinforces our conviction that the Combination is the value-maximizing opportunity for both companies’ shareholders.”

Having taken into account the relevant factors and applicable risks, the Fyffes Board of Directors, which has been so advised by Lazard & Co., Limited (“Lazard”) for the purposes of Rule 3 of the Irish Takeover Rules, unanimously considers the revised terms of the Combination to be fair and reasonable. Consequently, the Fyffes Board of Directors unanimously recommends to Fyffes shareholders that they vote in favor of the revised Scheme (assuming that the Irish High Court approves the revision to the Scheme) at the Court Meeting and the resolutions proposed at the EGM. In providing its advice, Lazard has taken into account the commercial assessments of Fyffes Board of Directors. Fyffes shareholders holding shares representing an aggregate of 25.6 % of Fyffes outstanding share capital have also reaffirmed their commitments to vote in favor of the Combination.

In all other respects, and except as further described in this press release, the Combination and the Scheme will be subject to the Conditions and on the same terms as set out in the proxy statement/prospectus/scheme circular dated August 6, 2014 as mailed by Chiquita and Fyffes to their respective shareholders.

In order to ensure that Chiquita and Fyffes shareholders have the necessary information to make a fully informed decision, the upcoming Special Meeting of Chiquita shareholders, presently scheduled for October 3, 2014, will be adjourned until October 24, 2014. In addition, Fyffes proposes to seek adjournments of the Court Meeting and EGM convened for October 3, 2014 and, subject to any direction of the Irish High Court, to reconvene such meetings on October 28, 2014. In light of the amendment, Chiquita and Fyffes will be mailing additional materials regarding the Combination to their respective shareholders in the near future. These materials will include materials prepared in compliance with Rules 2.5, 24, 25 and 27 of the Irish Takeover Panel Rules. An application will also be made to the Irish High Court in order to seek its approval to amend the terms of Scheme for the purpose of incorporating the revised exchange ratio in the Scheme.

The Scheme remains subject to approval by Fyffes shareholders, and the sanction of the High Court of Ireland and the merger remains subject to approval by Chiquita shareholders. The transaction is also subject to the satisfaction of customary closing conditions and regulatory approvals, including merger clearance in Europe. As disclosed on September 16, 2014, Chiquita and Fyffes are in discussions with the European Commission regarding possible limited commitments with a view to obtaining clearance of their previously-announced merger transaction by the Commission in its initial Phase I review period. While there can be no assurances, Chiquita and Fyffes remain of the view that there is a good prospect that their proposed transaction can be cleared by the European Commission during its Phase I review to be completed by October 3, 2014.

As previously announced on March 10, 2014, Chiquita and Fyffes entered into a definitive agreement under which Chiquita will combine with Fyffes, in a stock-for-stock transaction. On August 27, 2014, the companies announced updated anticipated annualized pre-tax cost synergies for the Combination and now expect to achieve a total of at least $60 million in annualized pre-tax cost synergies by the end of 2016.¹

¹ There are various material assumptions underlying the synergies estimate which may result in the synergies being materially greater or less than estimated. The estimates should therefore be read in conjunction with the statement of bases and assumptions for these synergy numbers which are set out in Appendix A of the announcement issued by Chiquita and Fyffes on August 27, 2014. The synergy and earnings enhancement statements in this press release should not be construed as a profit forecast or interpreted to mean that the earnings of ChiquitaFyffes in 2015, or in any subsequent period, would necessarily match or be greater than or be less than those of Chiquita and/or Fyffes for the relevant financial period or any other period.

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On September 8, 2014, Chiquita announced that Fyffes had granted Chiquita a waiver that permits Chiquita to engage in discussions with the Cutrale Group and the Safra Group (“Cutrale / Safra”). Subsequently, on September 10, 2014, Chiquita announced a confidentiality agreement with Cutrale / Safra allowing the group to complete its due diligence and present a definitive offer for Chiquita's consideration. Chiquita and Cutrale / Safra remain engaged in discussions and should a revised proposal be received, Chiquita will update shareholders accordingly. There can be no assurances that a definitive offer will be forthcoming nor as to the timing of any such offer.

Advisors

Goldman Sachs is acting as lead financial adviser to Chiquita. Lazard is acting as lead financial adviser to Fyffes. Skadden, Arps, Slate, Meagher & Flom LLP, McCann FitzGerald and Taft Stettinius & Hollister LLP are acting as legal counsel to Chiquita and Simpson Thacher & Bartlett LLP and Arthur Cox are acting as legal counsel to Fyffes. King & Wood Mallesons S J Berwin is acting as antitrust adviser to Fyffes and Kirkland & Ellis LLP and Freshfields Bruckhaus Deringer LLP are acting as antitrust adviser to Chiquita. Davy and Davy Corporate Finance are acting as corporate broker to Fyffes.

About Chiquita

Chiquita 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, other fruits to healthy snacking products. It is headquartered in Charlotte, North Carolina, USA. The company markets its products under the Chiquita® and Fresh Express® brands and other related trademarks. With annual revenues of in excess of $3 billion, Chiquita employs approximately 20,000 people and has operations in nearly 70 countries worldwide. For more information, visit Chiquita’s web site at www.Chiquita.com.

About Fyffes

Fyffes is a leading international importer and distributor of tropical produce. It is headquartered in Dublin, Ireland and has operations in Europe, the U.S., Central and South America and has begun operations in Asia. Fyffes activities include the production, procurement, shipping, ripening, distribution and marketing of bananas, pineapples and melons. It markets its produce under a variety of trademarks including the Fyffes® and Sol® brands and employs over 12,000 people worldwide.

About ChiquitaFyffes

ChiquitaFyffes is currently a private limited company incorporated in Ireland under the name ChiquitaFyffes Limited that was formed solely for the purpose of implementing the Combination. Prior to the effective date of the Combination, ChiquitaFyffes will be re-registered, pursuant to the Companies Acts, as a public limited company. To date, ChiquitaFyffes has not conducted any activities other than those incidental to its formation and the execution of the Transaction Agreement.

On the consummation of the scheme transaction (a) Fyffes will become a wholly owned subsidiary of ChiquitaFyffes and (b) Chicago Merger Sub Inc. (“MergerSub”), a wholly owned indirect subsidiary of ChiquitaFyffes, will merge with and into Chiquita, with the result that the separate corporate existence of MergerSub will cease and Chiquita will continue as the surviving corporation. At the effective time of the merger, all Chiquita common shares will be cancelled and will automatically be converted into the right to receive ChiquitaFyffes shares on a one-for-one basis.

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Contacts for Chiquita
Investors	Steve Himes Tel: +1 980-636-5636 Email: shimes@chiquita.com
Media	Ed Loyd Tel: +1 980-636-5145 Email: eloyd@chiquita.com Kelly Sullivan, Averell Withers or Joe Berg Joele Frank, Wilkinson Brimmer Katcher Tel: +1 212-355-4449
Contacts for Fyffes
Investors	Seamus Keenan Tel: + 353 1 887 2700 Email: skeenan@fyffes.com
Media	Brian Bell Wilson Hartnell PR Tel: +353 1 669 0030 Email: brian.bell@ogilvy.com Tripp Kyle or Blake Sonnenshein Brunswick Group Tel: +1 212-333-3810

The directors of Chiquita accept responsibility for the information contained in this announcement other than that relating to Fyffes and the Fyffes Group and the directors of Fyffes and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Chiquita (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of Fyffes accept responsibility for the information contained in this announcement relating to Fyffes and the Fyffes Group and the directors of Fyffes and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Fyffes (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

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 Combination 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 U.S. Securities Act of 1933, as amended.

Important Additional Information Has Been Filed and Will Be Filed with the SEC

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 mailing to their respective shareholders 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 (INCLUDING A SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR DESCRIBING THE REVISED TERMS) 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 are able to obtain free copies of the definitive 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 are able to obtain free copies of the definitive 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.

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Participants in the Solicitation

Chiquita, Fyffes, ChiquitaFyffes and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the combination. Information about the directors and executive officers of Fyffes is set forth in its Annual Report for the year ended December 31, 2013, which was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. Information about the directors and executive officers of Chiquita is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 4, 2014 and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 11, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive Proxy Statement/Prospectus/Scheme Circular described above and other relevant materials to be filed with the SEC when they become available.

Forward Looking Statements

This press release and related announcement contain certain statements that are "forward-looking statements." These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita and Fyffes, including: the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting Chiquita and/or Fyffes or the industry, labor relations, taxes, political instability and terrorism; unusual weather events, conditions or crop risks; continued ability of Chiquita and Fyffes to access the capital and credit markets on commercially reasonable terms and comply with the terms of their debt instruments; access to and cost of financing; and the outcome of pending litigation and governmental investigations involving Chiquita and/or Fyffes, as well as the legal fees and other costs incurred in connection with these items. Readers are cautioned that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Forward-looking statements relating to the combination involving Fyffes and Chiquita include, but are not limited to: statements about the benefits of the combination, including expected synergies and future financial and operating results; Fyffes and Chiquita's plans, objectives, expectations and intentions; the expected timing of completion of the combination; and other statements relating to the combination that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements.

With respect to the combination, these factors include, but are not limited to: risks and uncertainties relating to the ability to obtain the requisite Fyffes and Chiquita shareholder approvals; the risk that Fyffes or Chiquita may be unable to obtain governmental and regulatory approvals required for the combination, or required governmental and regulatory approvals may delay the combination or result in the imposition of conditions that could reduce the anticipated benefits from the combination or cause the parties to abandon the combination; the risk that a condition to closing of the combination may not be satisfied; the length of time necessary to consummate the combination; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the combination may not be fully realized or may take longer to realize than expected; disruption arising as consequence of the combination making it more difficult to maintain existing relationships or establish new relationships with customers, employees or suppliers; the diversion of management time on transaction-related issues; the ability of the combined company to retain and hire key personnel; the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect.

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These risks, as well as other risks associated with the combination, are more fully discussed in the Proxy Statement/Prospectus/Scheme Circular that is included in the Registration Statement on Form S-4 that was filed with the SEC in connection with the combination and are contained in the definitive Proxy Statement/Prospectus/Scheme Circular mailed to shareholders. Additional risks and uncertainties are identified and discussed in Chiquita's reports filed with the SEC and available at the SEC's website at www.sec.gov and in Fyffes reports filed with the Registrar of companies available at Fyffes website at www.fyffes.com. Forward-looking statements included in this document speak only as of the date of this document. Neither Chiquita nor Fyffes undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this communication.

No Profit Forecast / Asset Valuations

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Chiquita, or Fyffes or ChiquitaFyffes, as appropriate. No statement in this announcement constitutes an asset valuation.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Fyffes or Chiquita, all “dealings” in any “relevant securities” of Fyffes or Chiquita (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by not later than 3:30 p.m. (Irish time) on the “business day” following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or on which the “offer period” otherwise ends. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an “interest” in “relevant securities” of Fyffes or Chiquita, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule 8.1 of the Irish Takeover Rules, all “dealings” in “relevant securities” of Fyffes by Chiquita or “relevant securities” of Chiquita by Fyffes, or by any person “acting in concert” with either of them must also be disclosed by no later than 12 noon (Irish time) on the “business day” following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie. “Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website.

If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.

General

The release, publication or distribution of this announcement in or into certain jurisdictions may restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Combination are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Combination disclaim any responsibility or liability for the violations of any such restrictions by any person.

Any response in relation to the Combination should be made only on the basis of the information contained in the Scheme Circular or any document by which the Combination and the Scheme are made. Chiquita shareholders and Fyffes shareholders are advised to read carefully the formal documentation which has been posted to them in relation to the Combination.

Lazard & Co. Limited (“Lazard”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Fyffes and no one else in connection with the matters described in this document, and will not be responsible for anyone other than Fyffes for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters referred to in this document. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this document, any statement contained herein or otherwise.

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Davy and Davy Corporate Finance each of which is regulated in Ireland by the Central Bank of Ireland, are acting for Fyffes and no one else in relation to the matters referred to herein. In connection with such matters, Davy and Davy Corporate Finance, their affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Fyffes for providing the protections afforded to their clients or for providing advice in connection with the matters described in this document or any matter referred to herein.

There has been no material change in the information previously published by Fyffes or Chiquita in connection with the combination contained in the Form S-4, as previously mailed to Fyffes shareholders, save as disclosed: (a) in the announcement by Fyffes dated August 27, 2014 of Fyffes results for the six month financial period ending June 30, 2014; (b) in the announcement by Chiquita and Fyffes dated August 27, 2014 entitled “Chiquita and Fyffes Provide Updated Synergy Estimates Related To Proposed Combination; (c) in the announcement by Chiquita and Fyffes dated August 27, 2014 entitled “Chiquita Mails Letter To Shareholders”; (d) in the modification of the Scheme of Arrangement as approved by the Irish High Court on September 1, 2014; (e) in Chiquita’s presentations filed with the US Securities and Exchange Commission (“SEC”) on August 27, 2014 and September 2, 2014; (f) in Chiquita’s letter to its shareholders dated September 2, 2014; (g) in the investor presentation filed by Fyffes with the SEC on September 2, 2014; (h) in the investor presentation filed by Fyffes with the SEC on September 17, 2014; (i) as respects interests in relevant securities held, and dealings in Chiquita and Fyffes relevant securities, by parties acting in concert with Chiquita or Fyffes, as has been disclosed in accordance with the Irish Takeover Rules; and (j) in this announcement and pursuant to the Supplemental Transaction Agreement dated September 25, 2014 and the Supplemental Expenses Reimbursement Agreement dated September 25, 2014 each as described in this announcement.

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