Chiquita Gets $625 Million
Buyout Offer From Brazilians
Offer From Cutrale and Safra, at a 29% Premium,
Aims to Thwart Merger With Fyffes
A produce deliveryman loads boxes of Chiquita bananas onto a truck in Chinatown in San Francisco.Bloomberg News
Brazilian juice maker Cutrale Group teamed up Monday with Brazilian investment firm Safra Group in a $625 million offer for Chiquita Brands International Inc., a move aimed at thwarting the banana giant's plans to merge with Ireland's Fyffes PLC.
The Chiquita-Fyffes tie-up was expected to result in the world's biggest banana seller. North Carolina-based Chiquita controls around 22% of global banana sales by export volume, according to Banana Link, a nonprofit trade organization. Dole Food Co. has around 26%, while Fyffes holds a share of around 7%.
But in recent weeks, the structure has come under fire in Washington. The Obama administration has criticized the structure and suggested it could act without Congress to limit the model's advantages. Shares of several companies hammering out inversion deals—including Chiquita—have been hit to some extent by the broadside from the White House. At the time of the deal announcement, executives from Chiquita and Fyffes said the transaction wasn't driven by the desire to save on taxes.The Chiquita-Fyffes deal was structured as a so-called inversion, one of the first in a series of such deals this year that could take advantage of lower corporate tax rates overseas. In March, Chiquita and Fyffes said the combined company would relocate to Dublin, where taxes are generally lower than in the U.S. In the months that followed, other companies announced a series of much bigger trans-Atlantic inversion deals or attempted deals.
A representative from Chiquita wasn't immediately available. Fyffes declined to comment.
Chiquita shares rose by as much as 30% on Monday after Cutrale and Safra disclosed their competing bid. Fyffes shares sank as much as 14%. The Cutrale-Safra offer is valued at $13 in cash per share, a 29% premium to Friday's close, according to the bidding group.Cutrale is a giant in the global orange juice trade, dominating the market in Brazil, by far the world's biggest orange-juice producer. Safra, meanwhile, ranks as Brazil's eighth-largest bank in terms of assets, according to the Brazilian central bank. Safra Group has around $200 billion in assets under management.
A spokesman for Cutrale and Safra said the Washington debate over inversions hadn't figured in the timing of the bid. The bidding group did say they could wrap up a deal quickly without the "execution risk" they say are inherent in the Chiquita-Fyffes deal. Other companies have cited execution risk as they tried to fend off inversion-driven acquirers of late. Those include pharmaceutical giant AstraZeneca PLC, which successfully fought off a $120 billion bid by Pfizer Inc. Cutrale and Safra predicted they could close a deal by the end of the year, if allowed to conduct due diligence, a similar time frame to Fyffes, and suggested that the time is right to strike an agreement. They pointed to the recent dismissal of civil claims tied to Chiquita's alleged involvement in actions by the United Self-Defense Forces of Colombia; the company's second-quarter earnings, which declined on higher costs; and the market's valuation of the Fyffes deal.
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