Chiquita Brands, Fyffes plc agree to combine operations

Chiquita Brands International Inc (NYSE: CQB ) and Fyffes plc (ESM: FFY ID: AIM: FFY LN) announced that the boards of directors of both companies have unanimously approved a definitive agreement under which Chiquita will combine with Fyffes. This stock-for-stock transaction is expected to result in Chiquita shareholders owning about 50.7% of ChiquitaFyffes, and Fyffes shareholders owning around 49.3% of ChiquitaFyffes, on a fully diluted basis.
The agreement creates a global banana and other fresh produce company with approximately $4.6 billion in annual revenues. Chiquita and Fyffes plan to complete the transaction before the end of 2014.
Chiquita is a leading international marketer and distributor of fresh food products, including bananas, packaged salads, and healthy snacks. It has a global presence with operations in 70 nations, a sizable presence in the US market, and brands including Chiquita Bananas and Fresh Express. Fyffes is a leading international marketer and distributor of tropical produce, marketed under brands including Fyffes and Sol. It is headquartered in Dublin, Ireland. ChiquitaFyffes will have an operating presence in more than 70 nations and a workforce of about 32,000 people worldwide.
Ed Lonergan will serve as chairman and David McCann will become chief executive officer of the combined company, ChiquitaFyffes plc, which will be a publicly listed company traded on the New York Stock Exchange (NYSE).
The senior leadership team will consist of: Tom Murphy, chief financial officer; Coen Bos, chief operating officer–fresh fruit; Brian Kocher, COO–salads and healthy snacks; Kevin Holland, chief administrative officer; James E Thompson, chief legal officer; and Manuel Rodriguez, corporate responsibility officer. Senior executives will be located in corporate offices in Charlotte NC and Dublin. The company’s board of directors will reflect an equal combination of directors from both companies and one mutually agreed upon director.
This merger is subject to approval by Fyffes and Chiquita shareholders, respectively, and by the High Court of Ireland. The transaction is also subject to satisfaction of customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as merger clearances in Europe and other jurisdictions.