LONDON (Alliance News) - Fyffes PLC Monday that it has granted Chiquita Brands International Inc a waiver to allow it to adjourn its shareholder meeting to vote on their proposed merger, in order to engage in discussions with rival bidders Cutrale Group and Safra Group.
However, Fyffes and Chiquita reaffirmed their recommendations that shareholders vote in favour of the proposed merger of the two. Fyffes has confirmed it plans to adjourn its court meeting and extraordinary general meeting from September 17 until October 3.
Chiquita has already postponed its special meeting of shareholders to vote on the proposed transaction to October 3.
Cutrale and Safra made a USD625 million rival takeover offer for Chiquita, however, Chiquita rejected this offer saying it was "inadequate and not in the best interests of shareholders."
Cutrale and Safra have called into question some of the rationale for the Fyffes and Chiquita merger in filings with the US Securities and Exchange Commission. But Fyffes fired back last Tuesday, saying there was no certainty that the Cutrale-Safra proposal preserves optionality for Chiquita shareholders.
"Cutrale/Safra have sought to create the false impression that Fyffes shareholders will be unaware of the consequences of the Cutrale/Safra proposal and that Fyffes shareholders will allow themselves to serve as a stalking horse," it said.
"Cutrale/Safra have deliberately ignored the fact that the approval of the combination requires a special majority of Fyffes shareholders and there can be no certainty that a sufficient number of Fyffes shareholders will vote in favour of the combination if Chiquita has adjourned its meeting to negotiate a contrary transaction with Cutrale/Safra," it added.
"A protracted process is not in the interests of Fyffes business and shareholders," Fyffes said in a statement Monday.
Shares in Fyffes were trading down 1.3% at 78.50 pence Monday afternoon.
By Hana Stewart-Smith; hanassmith@alliancenews.com; @HanaSSAllNews
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