Chiquita Brands International Inc. (CQB) has accepted a $1.3 billion takeover offer from Brazil's Cutrale Group and Safra Group, three days after shareholders of the Charlotte, N.C. produce distributor rejected its planned merger with Ireland's Fyffes plc.
Under the terms, Cutrale and Safra will pay $14.50 a share in cash for Chiquita, or 33.8% more than Chiquita's closing price on March 7, the last trading day before Chiquita's deal with Fyffes became public.
Cutrale and Safra have been pursuing Chiquita since August, when they unveiled a $13-per-share spoiler bid that they have since raised twice, most recently to $14.50 last Thursday.
Chiquita rejected all three offers while pursuing the Fyffes combination, though since September had held talks with the Brazilian bidders with Fyffes' permission. The deal announced Monday has the unanimous approval of Chiquita's board. The $1.3 billion price values Chiquita's equity at about $683.1 million and also includes assumed debt.
Cutrale claims to own businesses accounting for over one-third of the world's $5 billion orange juice market, while investment firm Safra owns business with more than $200 billion of assets under management. Both companies are privately held.
"We are pleased to make this long-term investment in Chiquita, one of the leading fresh produce companies in the world," said Cutrale and Safra in a joint statement.
"To ensure Chiquita has the premier and most sustainable platform in its sector, Chiquita will be able to access Cutrale-Safra's substantial experience in all aspects of the fruit and juice value chain and extensive financial expertise," they added.
Chiquita CEO Ed Lonergan said that "through the due diligence process, we developed a tremendous amount of respect for the entire Cutrale-Safra team, especially their knowledge and understanding of agribusiness, shipping and manufacturing," and pledged to complete the deal as quickly as possible.
After the expected deal close by early 2015, Chiquita will become a wholly owned subsidiary of Cutrale and Safra, and remain incorporated in New Jersey, the companies said.
Cutrale and Safra took legal advice from Cravath, Swaine & Moore LLP's Richard Hall, Andrew R. Thompson, Christopher K. Fargo, Eric W. Hilfers and John D. Buretta.