The saga of the merger between Fyffes and Chiquita to create the world’s biggest fruit company could be entering the finishing straight.
The two companies’ shareholders will vote on the merger proposal next week and it looks likely they will give the plan the green light after an underwhelming increased offer from the Brazilian consortium looking to scupper the deal.
Juice maker Cutrale and investment firm Safra raised their offer from $13 per Chiquita share to $14 a share, valuing the company at $658m. That may represent a premium of around 38% on Chiquita’s share price before the pair’s initial bid in August, but it is unlikely to be enough to tempt Chiquita shareholders to reject the Fyffes proposal.
The Chiquita board were certainly unimpressed, yesterday dismissing the improved offer as “inadequate and not in the best interest of Chiquita shareholders”.
There was certainly a measure of investor disquiet that Fyffes investors were getting the better end of the deal under the initial agreement in April, but last month Chiquita and Fyffes dealt with this by agreeing to revise the terms of their merger to give Chiquita shareholders 59.6% of ChiquitaFyffes (up from 50.7% under the previous agreement).
Along with the Chiquita board’s apparent preference for the strategic synergies and economies of scale ChiquitaFyffes would provide, the improved merger terms put pressure on Cutrale-Safra to make an offer Chiquita shareholders would find hard to refuse. A bid of $14 a share (when Chiquita has been trading at around $14 for three months now) is not the game changer some Chiquita shareholders hoped for.
Analysts previously suggested Cutrale-Safra would need to bid around $15-$17 per share for Chiquita investors to sit up and take notice – the market’s view looks relatively unchanged after the new bid.
Merrion Capital Group said the bid remained “significantly below an offer in excess of $16, which we felt would be required to match the economics of the Fyffes-Chiquita deal”, while Goodbody Stockbrokers said the $1 per share increase was not sufficient to make it more attractive than the Fyffes merger.
Of course, a new bid could come, but time is running out for another hostile bid – and “hostile” it would be, after the Chiquita board criticised the Brazilian bidders for not engaging with it over the new offer and failing to ensure the offer would remain open past 24 October.
With regulatory approval to the merger already secured, it just needs approval from Chiquita and Fyffes shareholders and from the High Court of Ireland. The latter two are unlikely to be a problem and Chiquita shareholders don’t appear to have a compelling alternative course of action.
It looks increasingly likely that, come 24 October, the world will have a new largest banana producer after all.
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