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8-K - FORM 8-K - CHIQUITA BRANDS INTERNATIONAL INCv391947_8k.htm
EX-99.1 - EXHIBIT 99.1 - CHIQUITA BRANDS INTERNATIONAL INCv391947_ex99-1.htm

Exhibit 99.2

 

 

October 23, 2014

 

Chiquita Brands International, Inc.

550 South Caldwell Street

Charlotte, North Carolina 28202

Attention: Board of Directors

 

Dear Sirs and Mesdames:

 

We refer to the Offer Letter that we submitted to you on October 15, 2014 (the "October 15 Offer Letter"), as supplemented by our letter dated October 20, 2014 (the "October 20 Offer Letter", and, together with the Offer 15 Offer Letter, the "Prior Offer Letters"), containing our definitive offer to acquire all the outstanding shares of Chiquita Brands International, Inc. ("Chiquita") for cash consideration of $14.00 per Chiquita share and the documents attached thereto. Capitalized terms used herein and not defined will have the same meanings ascribed to them in the Prior Offer Letters, as applicable.

 

We would like to reaffirm our interest in acquiring all of the outstanding shares of Chiquita and are pleased to submit a revised offer ("Offer") to increase the cash consideration offered in the Prior Offer Letters from $14.00 to $14.50 per Chiquita share. This Offer is subject to the same terms and conditions reflected in the Prior Offer Letters. The executed Merger Agreement, Disclosure Letters and Commitment Papers previously provided are incorporated by reference herein. We hereby reconfirm that our Offer, the Merger Agreement and the Commitment Papers are not subject to any due diligence condition.

 

This Offer will automatically be withdrawn and revoked with no further action required by Chiquita, Parent or Merger Sub and the Merger Agreement attached to the October 20 Offer Letter shall be deemed null and void on the earliest to occur of any of the Offer Termination Events below, which are identical to the Offer Termination Events contained in the October 20 Offer Letter.

 

(a) 9:00 a.m. New York time on October 26, 2014 if Chiquita has not delivered to Parent an executed signature page to the Merger Agreement attached to the October 20 Offer Letter prior to such time;

 

(b) 12:00 noon New York time on October 24, 2014 if Chiquita has not given notice of termination of the Transaction Agreement, dated March 10, 2014, among Chiquita, Fyffes plc ("Fyffes"), Twombly One Limited (now known as ChiquitaFyffes Limited), CBII Holding Corporation and Chicago Merger Sub, Inc., as amended by Amendment No. 1, dated September 25, 2014, (the "Fyffes Transaction Agreement") in accordance with the terms thereof prior to such time;

 

(c) (1) the effectiveness of any amendment or modification to the Fyffes Transaction Agreement or the Fyffes Expenses Reimbursement Agreement or (2) the grant by Fyffes of any consent or waiver under either the Fyffes Transaction Agreement or the Fyffes Expense Reimbursement Agreement that, in the case of this clause (2), has the effect of permitting Chiquita to pay any dividend or repurchase any shares of its capital stock or otherwise improves the financial terms of the transactions contemplated by the Fyffes Transaction Agreement from the perspective of the Chiquita shareholders relative to that of the Fyffes shareholders;

 

 
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(d) Chiquita makes any filing under the Securities Exchange Act of 1934 that qualifies in any material respect any of the representations and warranties of Chiquita as set forth in the Merger Agreement in a manner that is adverse to Parent or Merger Sub, Chiquita otherwise publicly discloses or makes known to Parent or Merger Sub, or Parent or Merger Sub otherwise becomes aware of, any change, circumstance, development, effect, event or occurrence that is inconsistent with any of the representations and warranties of Chiquita as set forth in the Merger Agreement and adverse to Parent or Merger Sub, or that is or would reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement), if Chiquita has not delivered to Parent an executed signature page to the Merger Agreement attached to the October 20 Offer Letter;

 

(e) the adjournment, postponement, suspension, placing into recess or cancellation of the special meeting of shareholders of Chiquita on October 24, 2014, or if for any other reason the Chiquita shareholders have not completed voting on the proposal to approve the merger of Chiquita with Chicago Merger Sub, Inc. pursuant to the Fyffes Transaction Agreement by 10:00 a.m. New York time on October 24, 2014, in any such case without the prior written consent of Parent, if Chiquita has not delivered to Parent an executed signature page to the Merger Agreement attached to the October 20 Offer Letter; and

 

(f) the approval of the merger of Chiquita with Chicago Merger Sub, Inc. pursuant to the Fyffes Transaction Agreement by the affirmative vote of a majority of the votes cast by shareholders of Chiquita at the special meeting of shareholders of Chiquita on October 24, 2014.

 

There can be no assurance that we will extend the Offer or make a new offer to acquire the outstanding shares of Chiquita upon the occurrence of an Offer Termination Event, including, without limitation, the special meeting of shareholders of Chiquita on October 24, 2014 being adjourned, postponed, suspended, placed into recess or otherwise cancelled or delayed.

 

Except upon the occurrence of an Offer Termination Event in accordance with the October 20 Offer Letter and the foregoing, neither Parent nor Merger Sub, nor any of their Affiliates, shall be entitled to withdraw, modify or amend in any manner our Offer, the Merger Agreement attached to this letter or the Disclosure Letters or the Commitment Papers previously submitted to you.

 

Our senior management team, led by Mr. Michael Rubinoff, and our legal and financial advisors are available at your convenience to discuss any aspect of our revised Offer.

 

 
 

  

  Very truly yours,
     
  CAVENDISH GLOBAL LIMITED
     
     
  By: /s/ Graziela Cutrale
  Name: Graziela Cutrale
  Title: Director
     
     
  By: /s/ Daniel Wainberg
  Name: Daniel Wainberg
  Title: Director
     
     
     
  CAVENDISH ACQUISITION CORPORATION
     
     
  By: /s/ Michael Rubinoff
  Name: Michael Rubinoff
  Title: President

 

 

[Signature page to Offer Letter]