Attached files
file | filename |
---|---|
8-K - FORM 8-K - CHIQUITA BRANDS INTERNATIONAL INC | v388625_8k.htm |
EX-99.1 - EXHIBIT 99.1 - CHIQUITA BRANDS INTERNATIONAL INC | v388625_ex99-1.htm |
Exhibit 99.2
CHIQUITA BRANDS INTERNATIONAL, INC.
September 7, 2014
Fyffes plc
29 North Anne Street
Dublin 7, Ireland
Attention: | David McCann |
Chairman |
Dear David:
Reference is made to the notice dated August 11, 2014 provided by Chiquita Brands International, Inc. (“Chiquita”) to Fyffes plc (“Fyffes”) regarding the receipt of a Chiquita Alternative Proposal from the Cutrale Group and the Safra Group (the “Cutrale/Safra Proposal”). Terms used herein but not defined have the meaning set forth in the Transaction Agreement, dated March 10, 2014, among Chiquita, Fyffes, Twombly One Limited (now known as ChiquitaFyffes Limited), CBII Holding Corporation and Chicago Merger Sub, Inc. (the “Transaction Agreement”).
Chiquita hereby notifies Fyffes of its intent to take the actions described in sub-clauses (x) and (y) of Clause 5.4(b) of the Transaction Agreement with respect to the Cutrale/Safra Proposal. In order to facilitate such actions, Chiquita also hereby notifies Fyffes that it intends to postpone the Chiquita Shareholders Meeting to a date which shall be no later than October 3, 2014.
September 7, 2014
Page 2
Chiquita requests that Fyffes confirm, by countersigning in the space provided below, that, notwithstanding any provisions contained in the Transaction Agreement, it has no objection to Chiquita taking the actions described in the immediately preceding paragraph. Chiquita also requests Fyffes to seek adjournments of the Court Meeting and EGM convened for September 17, 2014 and, subject to any direction of the Irish High Court, to reconvene such meetings for October 3, 2014.
In consideration therefor, Chiquita hereby agrees to the following:
In the event that (a) Chiquita enters into a definitive agreement providing for a Chiquita Alternative Proposal with Cavendish Global Limited, Cavendish Acquisition Corporation, Burlingtown UK LTD, Erichton Investments Ltd. and/or any of their respective affiliates (collectively, “Cutrale-Safra”) in connection with the termination of the Transaction Agreement or within 9 months after the termination of the Transaction Agreement, and (b) pursuant to the terms of such definitive agreement Chiquita agrees to pay a break fee to Cutrale-Safra upon acceptance by Chiquita of a superior proposal that is greater than the Fyffes Reimbursement Payments (as defined in the Expenses Reimbursement Agreement, dated March 10, 2014, between Chiquita and Fyffes), then Chiquita shall pay to Fyffes such higher break fee, in lieu of the amount that otherwise would have been payable as the Fyffes Reimbursement Payments, in the event (x) the Transaction Agreement is terminated pursuant to Clause 9.1(a)(x) of the Transaction Agreement or (y) the Transaction Agreement is terminated pursuant to Clause 9.1(a)(i)(B) and Chiquita enters into a definitive agreement providing for a Chiquita Alternative Proposal with Cutrale-Safra within 9 months after such termination.
[Signature Page Follows]
September 7, 2014
Page 3
Sincerely, | |
/s/ James E. Thompson | |
James E. Thompson | |
Executive Vice President, General Counsel and Secretary |
Accepted and Agreed:
FYFFES PLC
By: | /s/ David McCann |
Name: | David McCann |
Title: | Chairman |
cc: | Arthur Cox |
Earlsfort Centre | |
Earlsfort Terrace, Dublin 2, Ireland | |
Attention: Michael Meghen | |
Stephen Hegarty | |
Facsimile: +353 1 618 0618 | |
Simpson Thacher & Bartlett LLP | |
425 Lexington Avenue | |
New York, New York 10017-3954 | |
Attention: Mario Ponce | |
Elizabeth Cooper | |
Facsimile: +1 (212) 455-2502 |