425 1 v391307_425.htm FORM 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: October 14, 2014

 

The following presentation was given by Chiquita to Institutional Shareholder Services, Inc. on October 14, 2014.

 

 

1 1 O Chiquita Presents Update to Shareholders on ChiquitaFyffes Transaction and Cutrale / Safra Process October 2014

 
 

2 This presentation 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 competi tiv e conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government re gul ations, 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 o utc ome 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 a nd that actual results could differ materially from those contained in the forward - looking statement. Forward - looking statements relatin g 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 s tatements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no ass ura nce that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from tho se 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 abili ty to obtain the requisite Fyffes and Chiquita shareholder approvals; 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 th e cost savings and any other synergies from the combination may not be fully realized or may take longer to realize than expected; disruptio n a rising as consequence of the combination making it more difficult to maintain existing relationships or establish new relationships wit h c ustomers, employees or suppliers; the diversion of management time on transaction - related issues; the ability of the combined company to r etain and hire key personnel; the effect of future regulatory or legislative actions on the companies; and the risk that the credit rat ing s 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/Prospect us/ Scheme Circular that is included in the Registration Statement on Form S - 4 and the First Supplement to the Proxy Statement/Prospectus/Scheme Cir cular that is included in the post - effective amendment to the registration statement on Form S - 4 that were filed with the SEC in connection wi th the combination and are contained in the definitive Proxy Statement/Prospectus/Scheme Circular mailed to shareholders and in the def initive First Supplement to the Proxy Statement/Prospectus/Scheme Circular that have been 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 presentation. Safe Harbor Statement

 
 

3 Agenda Key Events Since Cutrale / Safra Non - Binding Proposal Extensive Due Diligence Access Provided to Cutrale / Safra Revised Exchange Ratio Offers Improved Terms for Chiquita Shareholders More Value and Less Risk in a Combination with Fyffes Substantial Value Creation for Shareholders in ChiquitaFyffes Merger

 
 

4 Review of Process Since March Announcement 11 - Aug - 2014 Chiquita Receives Non - Binding Proposal of $13 / Share from Cutrale / Safra 14 - Aug - 2014 Chiquita Board Determines Cutrale / Safra Non - Binding Proposal to Not be in the Best Interest of its Shareholders 27 - Aug - 2014 Chiquita and Fyffes Provide Updated Synergy Estimates Related to Proposed Combination and Fyffes Announces Updated, Higher EBITDA Guidance 10 - Sep - 2014 Chiquita Signs Confidentiality Agreement with Cutrale / Safra 26 - Sep - 2014 Chiquita and Fyffes Announce Revised Transaction Terms Chiquita Has Consistently Acted to Further the Interests of its Shareholders 24 - Oct - 2014 Current Date for Reconvened Chiquita Special Meeting of Shareholders 10 - Mar - 2014 Chiquita and Fyffes announce a stock for stock transaction to combine, creating a leading global produce company

 
 

5 Revised Fyffes Transaction is Significantly More Favorable to Chiquita Shareholders Original Deal Announcement: March 10 th , 2014 New Deal Announcement: September 26 th , 2014 0.1567x 0.1113x Improved Exchange Ratio and Additional Synergy Potential for the Combination Exchange Ratio Ownership Incremental Equity to Chiquita 1 Incremental Equity / Share 2 50.7 % 59.6 % ~$ 150 Million ~$ 1.75 / Share - - Source: Public filings. (1) Represents increase in value for Chiquita shareholders based on revised terms of the new deal as outlined on page 9. Excludes im pact of higher synergies and revised, higher EBITDA guidance for Fyffes . (2) Implied benefit per share assumes pro forma ChiquitaFyffes diluted shares outstanding. (3) Represents increase in value for Chiquita shareholders on a present value basis based on revised terms of the new deal as out lin ed on page 11. Incremental PV / Share 2,3 ~$ 2.50 / Share - Key Terms Value Impact of Revised Exchange Ratio

 
 

Q1 2014 Q2 2014 Q3 2014E 2 Implied Q4 2014 Based on Full Year Guidance Range 3 EBIT (GAAP) $1 $37 $ 0 - $ 2 Transaction Expenses 6 3 8 Vessel Changeover Expenses - 5 - Exit Activities 1 2 2 Comparable EBIT $7 $46 $ 10 - $ 12 D&A 16 15 15 Adjusted EBITDA $ 23¹ $62 $ 25 - $ 27 $ 18 - $ 40 Change vs. 2013 (40.5)%¹ 6.6% 38.9 % - 50.0 % 6 Strong 3 rd Quarter Results Confirm Chiquita is on Track to Meet its 2014 Profit Forecast Strong 3 rd Quarter Underlines Chiquita’s Sustainable Earnings Generation Capacity is In Line With its 2014 Target EBITDA Range Source: Chiquita public filings (1) Does not add - back $18mm in one - time weather related and other items in Q1. (2) Based on preliminary Q3, 2014 EBITDA guidance per Chiquita management. (3) Based on full - year EBITDA guidance of $130 - $150mm per Chiquita management. m209m210m211m212t91t92t93t94 t95 m213m214m215t96t97t98t99m216m217t100 d17d18 m218m219m220m221m223m224t101m225 m226

 
 

7 • Savings derived from shipping efficiency in Europe and the Mediterranean • Contributes $20 million of additional synergies • ~$ 1.80 • Higher guidance – Increased full year 2014 EBITA target range to € 38mm - € 42mm from € 30mm - € 35mm • Adds ~$10mm ( € 7.5mm) to combined EBITDA 1 • ~$ 0.90 Increased Synergies Identified Outperformance of Fyffes’ Business Description EBITDA Impact Several Upsides have been Identified A cross B oth O rganizations Since the Announcement of the Proposed ChiquitaFyffes Combination Note: EUR converted to USD at an exchange rate of $1.3242 to € 1.000. (1) Represents difference between the midpoints of Fyffes guidance ranges. (2) Implied benefit per share assumes incremental EBITDA capitalized at 7.5x, the mid - point of 7.0x – 8.0x LTM EBITDA based on historical trading levels for selected fresh produce companies; based on pro forma ChiquitaFyffes diluted shares outstanding. Value of Fyffes Transaction Has Increased Since Announcement and Cutrale / Safra Bid Benefit Per Share 2

 
 

8 All Regulatory Approvals Received and the Transaction is On Track to Close Expeditiously Source: Public filings European Union United States Date October 3 rd , 2014 Date June 2 nd , 2014 “Today's decision reaffirms our confidence that the combination of Chiquita and Fyffes is a natural strategic partnership, one that is now assured of a clear timeline to completion before the end of the year” “the waiting period for U.S. antitrust review under the Hart - Scott - Rodino Antitrust Improvements Act ... expired on Monday, June 2, 2014. Expiration of the waiting period satisfies a condition to the closing of the transaction” All Regulatory Approvals Received

 
 

Trading Days Prior to Mar-10 Announcement of Original Deal¹ Chiquita VWAP Implied Fyffes Price (USD) (New Deal) Implied Premium to Undisturbed Fyffes Price² Last Close $10.84 $1.21 (2.3)% 5 days 10.91 1.21 (1.7) 10 days 11.22 1.25 1.1 30 days 10.90 1.21 (1.8) 90 days 10.73 1.19 (3.3) Equity Consideration (Original Deal of 0.1567 ChiquitaFyffes Shares per Fyffes Share) Fyffes Undisturbed Share Price (USD) $1.23 Chiquita Undisturbed Share Price (07-Mar-14) 10.84 Exchange Ratio 0.1567x Price Per Fyffes Share (USD) $1.70 (x) Fyffes Diluted Shares Outstanding 303.7 Equity Consideration¹ $516 Equity Consideration (New Deal of 0.1113 ChiquitaFyffes Shares per Fyffes Share) Chiquita Undisturbed (07-Mar-14) $10.84 Exchange Ratio 0.1113x Price Per Fyffes Share (USD) $1.21 Equity Consideration¹ $366 Increase in Value for Chiquita Shareholders $149 9 ChiquitaFyffes is a True Merger of Equals At Market Combination with Revised Exchange Ratio ~$150mm in Incremental Value Before Synergies to Chiquita Shareholders Implies an “At Market” Deal Change in Equity Consideration Illustrative Premium / (Discount) to Fyffes Source: Chiquita and Fyffes profit forecasts and other public filings (1) Calculated as the volume weighted average price as of 07 - Mar - 14 for the respective time periods. (2) Based on undisturbed share price for Fyffes of $1.23 as of 07 - Mar - 14; EUR converted to USD at an exchange rate of $ 1.3875 to € 1.000 as of 07 - Mar - 14. t103 t104 t105 t106 t107

 
 

10 Illustrative Adjusted Trading Value Chiquita Shareholders Derive Substantial Value Based on Recent Trading The New Exchange Ratio and Incremental EBITDA Expectations Imply A Significant Increase in Value Relative to the Original Transaction With Fyffes Source: Chiquita and Fyffes profit forecasts and other public filings Note: Chiquita net debt balance for future share price is adjusted for unamortized portion of convertible note; EUR converted to USD at an exchange rate of $1.3242 to € 1.000. (1) Chiquita share price is the volume weighted average price from 10 - Mar - 14 until 8 - Aug - 14. (2) Includes $10mm per increased Fyffes guidance and $20mm based on revised synergy estimates. (3) Trading multiples represents mid - point of 7.0x – 8.0x LTM EBITDA based on historical trading levels for selected fresh produce c ompanies. (4) Implied share price assumes management projected fiscal year end 2015 net debt; pro forma ChiquitaFyffes diluted shares outstanding. ChiquitaFyffes Value at Market (Original Deal of 0.1567 ChiquitaFyffes Shares per Fyffes Share) Chiquita Average Share Price From 10-Mar Transaction Announcement to 08-Aug Initial Cutrale Non-Binding Proposal¹ $11.24 Exchange Ratio 0.1567x Implied Pro Forma Equity Value $1,084 ChiquitaFyffes Value at Market (New Deal of 0.1113 ChiquitaFyffes Shares per Fyffes Share) Illustrative Incremental EBITDA² $30 Market Value of Incremental EBITDA Capitalized at 7.5x LTM EBITDA Multiple ³ 225 Implied Pro Forma Equity Value Inc. Incremental EBITDA $1,309 Exchange Ratio 0.1113x Implied Pro Forma Share Price⁴ $15.59 % Increase Relative to Pre-Cutrale/Safra VWAP of $11.24 38.8% t88m222m227t102

 
 

11 Illustrative FYE 2015 Future Share Price Long - Term Value for Chiquita Shareholders Illustrative Present Value of the Merger Source: Chiquita and Fyffes profit forecasts and other public filings Note: Chiquita net debt balance for future share price is adjusted for unamortized portion of convertible note; EUR converted to USD at an exchange rate of $1.3242 to € 1.000. Trading multiples of 7.0x – 8.0x LTM EBITDA reflect historical trading levels for selected fresh produce companies. (1) Illustrative 2015 EBITDA assumes growth from a base of joint 2014 EBITDA of $202mm, with $140mm from Chiquita and $62mm from Fyffes. $140m m i s the midpoint of the Chiquita EBITDA profit forecast. $62mm is the midpoint of Fyffes’ revised EBITA profit forecast plus LTM depr eci ation of € 7.1mm . Assumes run - rate synergies of $60mm per revised merger benefits statement. (2) Implied share price assumes management projected fiscal year end 2015 net debt; pro forma ChiquitaFyffes diluted shares outstanding . (3) Implied present value of future share price based on cost of equity of 12% discounted back 1 year to December 31, 2014. The New Exchange Ratio Implies ~$2.50+ of Incremental Value per Share for Chiquita Shareholders in the Combined Company Increase in Value of ~$2.50+ Original Deal 0.1567x Exchange Ratio New Deal 0.1113x Exchange Ratio Illustrative 2015 EBITDA¹ Illustrative 2015 EBITDA Growth 5% 10% 15% Implied 2015 EBITDA (Run-Rate Synergies) $ 273 $ 283 $ 293 Implied 2015E Future Share Price² 7.0x LTM EV / EBITDA $15.02 $15.74 $16.46 8.0x LTM EV / EBITDA $17.79 $18.61 $19.44 Illustrative Present Value of Future Share Price³ 7.0x LTM EV / EBITDA $13.41 $14.05 $14.70 8.0x LTM EV / EBITDA $15.88 $16.62 $17.35 Implied 2015E Future Share Price² 7.0x LTM EV / EBITDA $17.31 $18.15 $18.98 8.0x LTM EV / EBITDA $20.51 $21.46 $22.41 Illustrative Present Value of Future Share Price³ 7.0x LTM EV / EBITDA $15.46 $16.20 $16.94 8.0x LTM EV / EBITDA $18.31 $19.16 $20.01

 
 

12 Extensive Due Diligence with Cutrale / Safra Cutrale / Safra Diligence by the Numbers Demonstrates Unusually Open Access Hours of In - Person Meetings, Site Visits, and Conference Calls Pages of Company Information Provided in Chiquita’s Data Room Additional Pages and Documents Made Available to Cutrale / Safra and Fyffes Since Date of Cutrale / Safra Non - Binding Proposal Number of Cutrale / Safra Employees, Advisors and Financing Sources Engaged and Granted Access to Information Over a Five Week Period 125+ 23,278 2x 107 Days of Senior Management Meetings or Site Visits 7

 
 

13 Chiquita Has Delivered for Shareholders Chiquita’s Board Continues to Focus on Maximizing Value for Shareholders • The revised Fyffes exchange ratio represents a significant improvement for Chiquita’s shareholders • In addition, updated projections, revised synergy estimates and regulatory approvals have made the Fyffes transaction meaningfully more valuable and more certain • Chiquita has engaged in an in - depth due diligence process with Cutrale / Safra • Cutrale / Safra received unusually extensive access to documents and management • To date, Cutrale / Safra has not made a fully - financed definitive proposal • Cutrale / Safra’s $13 / share non - binding proposal remains inadequate. The Board is focused on shareholder value and continues to recommend that shareholders vote for ChiquitaFyffes

 
 

14 The directors of Chiquita accept responsibility for the information contained in this presentation. To the best of the knowle dge 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 pr esentation for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of su ch information. No Offer and Solicitation This presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe fo r o r 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 p rop osed combination of Chiquita and Fyffes or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in c ont ravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 o f t he Securities Act of 1933, as amended. Important Additional Information Has Been Filed and Will Be Filed with the SEC ChiquitaFyffes has filed with 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. ChiquitaFyffes has filed with the SEC a post - effective amendment to the registration statement on Form S - 4 that includes a First Supplement to the Proxy Statement/Prospectus /Scheme Circular. The post - effective amendment to the registration statement on Form S - 4 was declared effective by the SEC on October 8, 2014. Each of Chiquita and Fyffes has commenced mailing the First Supplement to the Proxy Statement/Prospectus/Scheme Circular to each of the Chiquita shareholders that previously received the Proxy Statement/Prospectus and to each of the Fyffes shareholders who appears on the register of shareholders as of the date of the mailing. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT), THE FIRST SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR 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), the First Supplement to the Proxy Statement/Prospectus/Scheme Ci rcu lar 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 Circu lar (including the Scheme) the definitive First Supplement to the Proxy Statement/Prospectus/Scheme Circular and other documents filed by Chiqui ta, Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 So uth 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 Decembe r 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 fil ed with the SEC on April 11, 2014. Other information regarding the participants in the proxy solicitations and a description of their dir ect and indirect interests, by security holdings or otherwise, is contained in the definitive Proxy Statement/Prospectus/Scheme Circular and t he First Supplement to the Proxy Statement/Prospectus/Scheme Circular described above that was mailed to shareholders and other releva nt materials to be filed with the SEC when they become available. Important Additional Information and Disclosures

 
 

15 No Profit Forecast / Asset Valuations / Basis of Synergies / Non - GAAP Information The foregoing presentation should be read in conjunction with the definitive Proxy Statement/Prospectus/Scheme Circular dated Au gust 6, 2014 and the First Supplement to the Proxy Statement/Prospectus/Scheme Circular mailed to shareholders of Chiquita and Fyffes and those announcements issued by Chiquita and/or Fyffes in relation to the Combination and published on a regulatory information service. The Proxy Statement/Prospectus/Scheme Circular, the First Supplement to the Proxy Statement/Prospectus/Scheme Circular and such announc eme nts are available on Chiquita’s website (www.chiquita.com) and/or Fyffes website (www.fyffes.com). The bases and assumptions for the statements of synergies stated in this presentation are set out in the announcement from Ch iqu ita dated August 27, 2014. Additional information relating to the statements of synergies which is required under the Irish Takeover Ru les will be posted on Chiquita’s website. Neither the synergy statements nor any statement that the Combination is earnings accretive nor any other statement in this p res entation should be construed as a profit forecast or interpreted to mean that the earnings of ChiquitaFyffes in any financial 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. No statement in this presentation constitutes an asset valuation. Chiquita has made an updated profit forecast for the year ending December 31, 2014 as set out under the heading “Updated Chiq uit a Profit Forecast” beginning on page 132 of the First Supplement to the Proxy Statement/Prospectus/Scheme Circular mailed to sharehold ers of Chiquita and Fyffes (the “Chiquita Profit Forecast”). Fyffes has made an updated profit forecast for the year ending December 31, 2014 by announcement from Fyffes dated August 27, 2014 (the “Updated Fyffes Profit Forecast”), which has been included on the Fyffes website. Forecasts for Chiquita and Fyffes contained herein are taken from the Updated Chiquita Profit Forecast and the Updated Fyffes Profit Forecast. The directors of Chiquita confirm that the Updated Chiquita Profit Forecast remains valid for the purpose of the Combination. No other statement in this presentation is intended to constitute a profit forecast for any period, nor should any statements be inter pre ted 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 . The company reports its financial results in accordance with generally accepted accounting principles in the United States of Am erica ("U.S. GAAP"). In an effort to provide investors with additional information regarding the company's results and to provide more mea nin gful year - over - year comparisons of the company's financial performance, as well as the measures that management uses to evaluate the compa ny's performance against internal budgets and targets, the company reports certain non - GAAP measures as defined by the SEC. Non - GAAP financial measures should be considered in addition to, and not instead of, U.S. GAAP financial measures, and may differ from non - GAAP mea sures that other companies use. For information regarding the reconciliation of non - GAAP forecast numbers for 2014 to the most comparable GAAP numbers, referenc e is made to pages 132 - 136 of the First Supplement to the Proxy Statement/Prospectus/Scheme Circular . Important Additional Information and Disclosures