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Chiquita Announces Early Tender Offer Results And Decision To Upsize

Stocks in this article: CQB

CINCINNATI, July 12, 2011 /PRNewswire/ -- Chiquita Brands International, Inc. (NYSE: CQB) today announced the results to date and the amendment of certain terms of its previously announced offer to purchase (the "Offer") its 8 7/8% Senior Notes due 2015 (CUSIP No. 170032AS5) (the "Notes"). The Offer is made pursuant to the terms of an Offer to Purchase dated June 27, 2011 (the "Offer to Purchase"). As of 5:00 p.m., New York City time, on July 11, 2011, the Company received tenders from holders of $131 million (74 percent) principal amount of the approximately $177 million aggregate principal amount of the outstanding Notes.

In addition, the Company has increased the maximum aggregate principal amount of Notes to be accepted for purchase from $100 million to any and all of its approximately $177 million aggregate principal amount of Notes outstanding, and has elected to extend the early tender deadline (the "Early Tender Deadline") to the expiration date, 8:00 a.m., New York City time, on July 26, 2011 (the "Expiration Date"). All holders who validly tender their Notes prior to the Early Tender Deadline are eligible to receive the "Total Consideration." The Total Consideration will equal $1,033.33 per $1,000 principal amount of Notes, which includes an early tender payment of $10 per $1,000 principal amount of Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the Notes.

The Company currently expects to make payments with respect to any Notes accepted for purchase as soon as practicable following the satisfaction or waiver of the conditions specified in the Offer to Purchase. The Company also currently expects to conduct an early settlement on or about July 22, 2011 (the "Early Settlement Date") and accept for payment any Notes validly tendered as of 5:00 p.m. on the business day before the Early Settlement Date subject to the satisfaction or waiver of the conditions specified in the Offer to Purchase.

Except as set forth herein, the terms and conditions of the Offer remain unchanged, including the withdrawal rights deadline which was 5:00 p.m., New York City time, on July 11, 2011. As a result, any Notes tendered may no longer be withdrawn, except where required by law.

The Company expects to fund the Offer in part by net proceeds from a new senior secured credit facility, along with available cash. The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, the receipt by the Company of net proceeds from one or more debt financings, which may include the new senior secured credit facility, that together with available cash are sufficient to pay the total consideration for the tender of all aggregate principal amount of Notes plus accrued interest and estimated fees and expenses relating to the Offer.

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