Chiquita Invites Brazilian Bidders to Talks After Fyffes Nod

NEW YORK (The Deal) -- Chiquita Brands International (CQB) 's planned merger with Fyffes to surpass Dole Food Co.  (DOLE)  as the world's top banana company hangs in the balance as a rival proposal from Brazilian orange juice maker Cutrale Group and investment company Safra Group gains traction.

Chiquita last month spurned the rival suitors but on Monday said it had received a waiver from its Irish merger partner to enter talks with the Brazilian companies and would postpone until Oct. 3 a shareholder vote on the March deal with Fyffes that had been scheduled for Sept. 17.

"Accordingly, Chiquita has sent a letter to Cutrale/Safra indicating its willingness to offer to Cutrale/Safra the opportunity to conduct focused due diligence and present its final and best offer," Charlotte, N.C.-based Chiquita said.

In the meantime, Chiquita said it still backed the Fyffes deal. Fyffes added: "Fyffes and Chiquita continue to recommend that their respective shareholders vote for the combination. A protracted process is not in the interests of Fyffes business and shareholders."

Monday's announcement comes about a month after Cutrale and Joseph Safra's Safra Group launched a surprise takeover offer for Chiquita which valued Chiquita's equity at $611 million, and was worth $1.25 billion including debt.

Less than two weeks ago, Chiquita and Fyffes reaffirmed their commitment to joining forces, saying they could complete their merger as early as October after expected approval from the European Commission, and announcing an extra $20 million in expected synergies from their fusion.

But proxy advisory firm Institutional Shareholder Services Inc. on Friday gave Chiquita-Fyffes a thumbs down, urging Chiquita investors to withhold their support for the Fyffes merger-of-equals to get a better offer.

Chiquita on Friday said it was "disappointed" with the latest reports from proxy advisory firms, and that it continues to believe that the $13 per share offer from Cutrale and Safra is "inadequate" and that the long-term valuation of its proposed combination exceeds that amount.

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