FDBusiness.com

Chiquita Brands International and Fyffes are to merge to create 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.

Under the all share deal, Chiquita shareholders will own approximately 50.7% of ChiquitaFyffes, and Fyffes shareholders approximately 49.3% of ChiquitaFyffes, on a fully diluted basis.

Chiquita is a leading international marketer and distributor of nutritious and high-quality fresh food products, including bananas, packaged salads and healthy snacks. Chiquita has a global presence with operations in 70 countries, a sizable presence in the US market and widely recognized brands including Chiquita Bananas® and Fresh Express®.

Fyffes is a leading international marketer and distributor of top quality, healthy tropical produce, marketed under a variety of well-known brands including Fyffes® and Sol®. It is headquartered in Dublin, Ireland, with operations in Europe, the US, Central America, South America and Asia. ChiquitaFyffes will be able to access worldwide market opportunities and capitalize on both the growing fresh food business and health and wellness trends by more effectively utilizing its geographical footprint and expanded distribution channels. The transaction unites two well-respected companies that share a strong brand history, and a commitment to advancing sustainability and increasing access to healthy foods, as well as leading food safety standards. ChiquitaFyffes will have an operating presence in more than 70 countries and a workforce of approximately 32,000 people around the world.

“This is a milestone transaction for Chiquita and Fyffes that brings together the best of both companies which, we believe, will create significant value for our shareholders and offer immediate benefits for customers and consumers worldwide,” says Ed Lonergan, chief executive of Chiquita. “We will maintain our brands, all of which are valued by both customers and consumers. The combined company will also be able to provide customers with a more diverse product mix and choice. We know Fyffes well and our shared heritage will help to ensure a smooth integration as we work to bring best practices across geographies and business units to achieve substantial operating efficiencies.”

“This deal will be transformative and offer exciting opportunities for the new business. We are looking forward to working with the Chiquita team to build a combined company which is well positioned to succeed in our highly competitive marketplace and which will create significant value for our shareholders,” says David McCann, executive chairman of Fyffes. “We believe we will be able to use our joint expertise, complementary assets and geographic coverage to develop a business that can run smoothly and efficiently to better partner with our customers and suppliers.”

Chiquita and Fyffes anticipate that the transaction will potentially provide annualized recurring before tax overhead and operational synergies of at least $40 million by the end of 2016. These recurring annual synergies are anticipated to be comprised of efficiencies in the areas of logistics and procurement, among others.

Ed Lonergan will serve as chairman and David McCann will become chief executive of the combined company, ChiquitaFyffes, which will be a publicly listed company, traded on the New York Stock Exchange (NYSE).