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August 15, 2014
17:48 EDTCQBSafra-Cutrale file proxy to solicit against Chiquita transaction with Fyffes
The Cutrale Group and the Safra Group, through their entity Cavendish Global Limited and its wholly owned subsidiary Cavendish Acquisition Corporation, filed preliminary proxy materials to solicit shareholder votes against Chiquita's proposed transaction with Fyffes, and votes for any proposal to adjourn the Special Meeting of Chiquita Shareholders on September 17. Cutrale-Safra stated, "These proxy materials enable Chiquita shareholders to send a clear message to the Chiquita Board that its failure to enter into discussions with Cutrale-Safra and its decision to reject the superior Cutrale-Safra proposal is simply a continuation of their track record of failed strategic decisions and shareholder value destruction." In the preliminary proxy materials filed, Cutrale-Safra outlines: "We are soliciting proxies from Chiquita shareholders to vote "AGAINST" the Fyffes transaction proposal and the related Fyffes proposals and "FOR" the Adjournment Proposal. We believe the proposed combination of Chiquita and Fyffes does not provide adequate value to Chiquita shareholders. Our $13.00 per share all-cash proposal is a superior alternative for Chiquita shareholders because, among other things, it provides significantly greater financial value and more certain value for Chiquita shareholders than the proposed combination with Fyffes."
News For CQB From The Last 14 Days
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October 27, 2014
08:09 EDTCQBCutrale-Safra to acquire Chiquita for $14.50 per share cash
Chiquita Brands International and the Cutrale-Safra group announced a definitive merger agreement. Under the merger agreement, which has been unanimously approved by the Chiquita board of directors, Cutrale-Safra will acquire all outstanding common shares of Chiquita for $14.50 per share in cash. The $14.50 per share consideration to be received by Chiquita shareholders represents a 33.8% premium to Chiquita's closing price on March 7, the last trading day prior to the announcement of Chiquita's transaction with Fyffes plc. The transaction is valued at approximately $1.3B, including the assumption of Chiquita's net debt. The merger agreement between Cutrale-Safra and Chiquita provides for Cutrale-Safra to commence a tender offer and following the closing of the tender offer to acquire all remaining shares through a merger. The transaction is not subject to any financing conditions. The transaction is expected to close by the end of the year or early 2015. Following the close of the transaction, Chiquita will become a wholly owned subsidiary of the Cutrale-Safra group, and remain incorporated in New Jersey.
October 24, 2014
12:36 EDTCQBChiquita downgraded to Hold from Buy at BB&T
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10:15 EDTCQBHigh option volume stocks
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09:31 EDTCQBChiquita shareholders vote down merger with Fyffes
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09:28 EDTCQBChiquita says shareholders reject merger with Fyffes
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07:10 EDTCQBChiquita considered Cutrale/Safra offer, reaffirms Fyffes merger recommendation
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October 23, 2014
12:50 EDTCQBWynnefield affirms support of Chiquita takeover by Cutrale-Safra
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10:13 EDTCQBChiquita says board will 'carefully review' new Cutrale/Safra offer
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09:03 EDTCQBCutrale-Safra raises buyout offer for Chiquita to $14.50 per share
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08:55 EDTCQBCutrale-Safra raises Chiquita acquistion offer to $14.50 per share from $14
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October 21, 2014
12:29 EDTCQBChiquita retiterates 'value' of combination with Fyffes
Chiquita Brands reiterated the value of Chiquita's combination with Fyffes and set the record straight regarding the inaccurate and misleading statements made by the Cutrale Group and the Safra Group in an attempt to support its inadequate $14.00 per share offer to acquire Chiquita. The company said, "The strategic benefits of the Chiquita/Fyffes merger are clear and allow Chiquita shareholders to participate in the significant upside potential of the combined organization. Chiquita shareholders will share access to $62M of Fyffes EBITDA and share in $60M of identified, third party reviewed synergies in the combined company with clear and actionable steps identified in each synergy area. Chiquita shareholders will also retain the option to sell ChiquitaFyffes at a premium in the future."
October 20, 2014
10:30 EDTCQBISS recommends Chiquita shareholders vote for combination with Fyffes
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08:52 EDTCQBWynnefield rejects Chiquita-Fyffes proposal
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October 17, 2014
15:51 EDTCQBCutrale-Safra not considering raising $14-per-share Chiquita offer, Reuters says
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14:50 EDTCQBCutrale-Safra not considering raising $14-per-share Chiquita offer, Reuters says
09:43 EDTCQBChiquita to host special shareholder meeting
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