Investor lawsuit against takeover of Chiquita
On March 10, 2014, Chiquita Brands International Inc and Fyffes plc announced that the Boards of Directors of both companies have approved an agreement under which Chiquita Brands International Inc will combine with Fyffes plc.
On August 11, 2014, Chiquita Brands International Inc confirmed that it has received an offer from the Cutrale Group and the Safra Group to acquire all of the outstanding common stock of Chiquita at a price of $13.00 per share in cash to Chiquita shareholders. On August 14, 2014, Chiquita Brands International Inc rejected the offer.
Then on September 26, 2014, Chiquita Brands International Inc ( CQB ) and Fyffes plc announced that the Boards of Directors of both companies have approved a revised agreement for the proposed combination of Chiquita Brands International Inc and Fyffes plc.
However, the plaintiff claims that the implied value that CQB shareholders were to receive pursuant to the original Fyffes transaction announced on March 10, 2014 was only approximately $10 and that the revised transaction announced on September 26, 2014 would only value the Chiquita shares at $11.89 per share.
The plaintiff also says that under the new terms of the transaction, the Termination Fee increased from 1.0% of its equity value to 3.5% of its equity value, should Chiquita Brands International accept a "Superior Proposal," or negotiate with an unsolicited "Alternative Proposal" and that this alleged onerous Termination Fee is a deal protection device that substantially reduces the possibility that Chiquita Brands International Inc would be sold to Cutrale-Safra, or any other third-party bidder, as any competing bidder would essentially be required to pay a naked premium for the right to provide Chiquita Brands International's stockholders with a superior offer.
Those who currently hold Chiquita Brands International shares have certain options and should contact the Shareholders Foundation, Inc. at mail@shareholdersfoundation.com or call +1 (858) 779 - 1554.