Irish Takeover Panel Act, 1997
Chiquita Brands provides rule 2.10 announcement
On March 14, 2014, 19,328 Common Shares (net of any shares withheld for taxes) were issued upon the vesting, in the ordinary course, of restricted stock units held by certain officers of Chiquita. In addition, 2,086 of the shares issued were sold on behalf of such officers to provide, on an estimated basis, the cash necessary to pay any remaining taxes owed as a result of the units vesting. Such sales were effected pursuant to arrangements (i.e., Rule 10b5-1 plans under US law) previously put in place by such officers for such purpose.
Chiquita also confirms that, as of March 20, 2014, Chiquita had outstanding $200 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2016 (the "Notes"). The Notes are convertible, under certain circumstances, at an initial conversion rate of 44.5524 Common Shares per US$1,000 in principal amount of the Notes (subject to adjustment in accordance with the terms of the Notes and the right of Chiquita to settle its obligations in Common Shares, cash or a combination thereof). The initial conversion rate is equivalent to an initial conversion price of $22.45 per Common Share. The International Securities Identification Number for the Notes is US170032AT34.
Chiquita also confirms that, as at March 20, 2014, there were outstanding 1,044,062 options to acquire Common Shares and 1,864,315 Chiquita Share awards under the Chiquita Share plans (although, if past practices are followed, approximately 265,259 Chiquita Share awards would, at Chiquita's discretion, be paid in cash, rather than shares). Upon vesting and subject to adjustment in accordance with the transaction agreement, each option entitles the holder to purchase one Common Share at the applicable exercise price and each share award entitles the holder to receive one Common Share.
For more information, please visit www.chiquita.com.