Cutrale Group and Safra Group’s $1.3 Billion Acquisition of Chiquita

On October 27, 2014, Chiquita Brands International Inc. (“Chiquita”) and the Cutrale Group and the Safra Group announced a definitive merger agreement under which Cutrale‑Safra has agreed to acquire all the outstanding common shares of Chiquita for $14.50 per share in cash, or a total value of approximately $1.3 billion, including the assumption of Chiquita’s net debt. Cravath represented the Cutrale Group and the Safra Group in this transaction, which has been unanimously approved by the Chiquita Board of Directors and is expected to close by the end of the year or early 2015, subject to the satisfaction of customary closing conditions and regulatory approvals. Upon closing of the transaction, Chiquita will become a wholly owned subsidiary of Cutrale‑Safra and remain incorporated in New Jersey.

This definitive merger agreement follows a successful proxy solicitation by Cutrale‑Safra against the business combination transaction Chiquita entered into with Fyffes in March 2014. On August 11, Cutrale‑Safra proposed to acquire all of the outstanding stock of Chiquita at a price of $13.00 per share in cash to Chiquita shareholders. On August 28, Cutrale‑Safra began soliciting proxies against the Chiquita‑Fyffes transaction. On October 15, Cutrale‑Safra increased its offer to $14.00 per share in cash and on October 23 it increased its offer to $14.50 per share in cash. The following day, Chiquita announced that its shareholders had voted down the Fyffes transaction, and Chiquita and Fyffes terminated the Chiquita‑Fyffes transaction agreement.

The Cravath team was led by partners Richard Hall and Andrew R. Thompson and included associates Bomi Lee and Matthias M. Pitkowitz on M&A matters; partner James C. Vardell III and senior attorney Kimberly A. Grousset on banking matters; partner Christopher K. Fargo on tax matters; partner Eric W. Hilfers and associates Jonathan J. Katz and Julia L. Onorato on executive compensation and benefits matters; senior attorney Annmarie M. Terraciano on environmental matters; partner David J. Kappos and associate Nicholas A. Jackson on intellectual property matters; partner John D. Buretta and associates Megan Y. Lew and Owen J.M. Roth on regulatory matters; and practice area attorney Robin C. Landis on antitrust matters. Lee M. Blum also worked on M&A matters.