12 Aug 2014 16:35
Fyffes plcStock Exchange Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
Posting of Proxy Statement/Prospectus and Profit Forecast Documents to Shareholders in respect of the proposed combination with Chiquita Brands International, Inc. to form ChiquitaFyffes plc
Proposals to participants in Fyffes 2007 Share Option Scheme and Short Term Incentive Plan
Further to the joint announcement of Chiquita Brands International, Inc. ("Chiquita") and Fyffes plc ("Fyffes") on 28 July 2014, Fyffes wishes to announce that the registration statement on Form S-4 of ChiquitaFyffes Limited ("ChiquitaFyffes") (the "Form S-4") will be posted to Fyffes shareholders today. The Form S-4 includes a proxy statement of Chiquita, a prospectus of ChiquitaFyffes, and an Irish scheme circular of Fyffes. Fyffes shareholders will also receive the notices and forms of proxy for the two special meetings of Fyffes shareholders to be held on 17 September 2014 at 10.00 a.m. and 10.30 a.m. respectively (or, if later, as soon as possible after the conclusion or adjournment of the first special meeting). Participants in Fyffes approved profit sharing scheme and UK share incentive plan will also receive forms of direction by which they can direct how they wish their votes to be cast at either or both of the special meetings.
As previously announced, on 10 March 2014 Fyffes entered into a definitive merger agreement with Chiquita under which Chiquita will combine with Fyffes in a stock-for-stock transaction. On completion of the combination, Chiquita shareholders will own approximately 50.7% of ChiquitaFyffes, and Fyffes shareholders will own approximately 49.3% of ChiquitaFyffes, on a fully diluted basis. The agreement creates a global banana and other fresh produce company with approximately $4.6 billion in annual revenues.
Profit forecast document
In accordance with Rule 28 of the Irish Takeover Rules (the "Rules") Fyffes shareholders will today also be sent two separate documents containing profit forecasts that have been made by Fyffes and Chiquita (in the form of earnings guidance for the financial year ending 31 December 2014) respectively, together with the reports thereon, prepared solely for the purposes of complying with Rule 28.3 of the Irish Takeover Rules, from (i) in the case of the Fyffes profit forecast, Fyffes reporting accountants, KPMG, and Fyffes financial advisors, Lazard & Co., Limited, and (ii) in the case of the Chiquita profit forecast, Chiquita's reporting accountants, PricewaterhouseCoopers Ireland, and Chiquita's financial advisor, Goldman Sachs International.
Proposal to Fyffes Option Holders
In accordance with Rule 15(c) of the Rules, Fyffes confirms that a proposal to the holders of options under Fyffes 2007 share option scheme describing the treatment of these options as part of the proposed combination with Chiquita will also be posted today to such holders and made available for inspection in accordance with Rule 26 of the Rules.
Proposal to participants in Fyffes Short Term Incentive Plan
The proposal which has been implemented in respect of participants in Fyffes Short Term Incentive Plan is also available for inspection in accordance with Rule 26 of the Rules.
Documents available for inspection
Copies of the documents referred to above, the Form S-4, and all of the documents required to be made available for inspection in accordance with Rule 26 of the Rules, are available for inspection at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland and on Fyffes website at www.fyffes.com under the "For Investors Tab" and at the offices of McCann FitzGerald, Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland and on Chiquita's website at www.chiquita.com.
12 August 2014
Enquiries
Seamus Keenan, Company Secretary, Fyffes
Tel: + 353 1 887 2700
Brian Bell, Wilson Hartnell PR (public relations adviser)
Tel: +353 1 669 0030
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.
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 combination, 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.
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 Brands International Inc. (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.