CHARLOTTE, N.C., Oct. 10, 2014 (GLOBE NEWSWIRE) -- Chiquita Brands International, Inc. (NYSE:CQB) today announced in accordance with Rule 8.1 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013, that as of October 8, 2014, its President and Chief Executive Officer, Edward F. Lonergan acquired 63,511 shares. These shares were acquired upon the vesting, in the ordinary course, of restricted stock units held by Mr. Lonergan.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed combination of Chiquita and Fyffes plc, a public limited company organized under the laws of Ireland ("Fyffes") or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED AND WILL BE FILED WITH THE SEC
ChiquitaFyffes Limited, a private limited company organized under the laws of Ireland ("ChiquitaFyffes") has filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that includes a preliminary Proxy Statement that also constitutes a preliminary Prospectus of ChiquitaFyffes. The registration statement was declared effective by the SEC on July 25, 2014. The Form S-4 also includes the Scheme Circular and Explanatory Statement required to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. Each of Chiquita and Fyffes has completed mailing to their respective shareholders of the definitive Proxy Statement/Prospectus/Scheme Circular in connection with the proposed combination of Chiquita and Fyffes and related transactions. ChiquitaFyffes has also filed with the SEC a post-effective amendment to the registration statement on Form S-4 that includes a First Supplement to the Proxy Statement/Prospectus/Scheme Circular. The posteffective amendment to the registration statement on Form S-4 was declared effective by the SEC on October 8, 2014. Chiquita and Fyffes plan to mail the definitive First Supplement to the Proxy Statement/Prospectus/Scheme Circular shortly, to each of the Chiquita shareholders that previously received the Proxy Statement/Prospectus and to each of the Fyffes shareholders who appears on the register of shareholders as of the date of the mailing. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) THE FIRST SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES, THE COMBINATION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus/Scheme Circular (including the Scheme) the First Supplement to the Proxy Statement/Prospectus/Scheme Circular and other documents filed with the SEC by ChiquitaFyffes, Chiquita and Fyffes through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement/Prospectus/Scheme Circular (including the Scheme), the First Supplement to the Proxy Statement/Prospectus/Scheme Circular and other documents filed by Chiquita, Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202 or by calling (980) 636-5000, or by contacting Fyffes Investor Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling + 353 1 887 2700.
ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.
Chiquita Brands International, Inc. (NYSE:CQB) is a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products - from energy-rich bananas, blends of convenient green salads and other fruits to healthy snacking products. The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs approximately 20,000 people and has operations in nearly 70 countries worldwide. For more information, please visit the corporate web site at www.chiquita.com.
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
1. KEY INFORMATION
| Name of person dealing (Note 1) | Edward Lonergan |
| Company dealt in | Chiquita Brands International, Inc. |
|
Class of relevant security to which the dealings being disclosed relate (Note 2) |
Common shares, par value $0.01 per share |
| Date of dealing | 8 October 2014 |
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
| Long | Short | |||
| Number | (%) | Number | (%) | |
| (1) Relevant securities | 206,129 | .044% | ||
| (2) Derivatives (other than options) | N/A | |||
| (3) Options and agreements to purchase/sell | 1,440,062 | .031% | ||
| Total | 1,646,191 | .035% | ||
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3) N/A
| Class of relevant security: | Long | Short | ||
| Number | (%) | Number | (%) | |
| (1) Relevant securities | ||||
| (2) Derivatives (other than options) | ||||
| (3) Options and agreements to purchase/sell | ||||
| Total | ||||
Ap10
3. DEALINGS (Note 4)
(a) Purchases and sales
| Purchase/sale | Number of relevant securities | Price per unit (Note 5) |
(b) Derivatives transactions (other than options transactions)
| Product name, | Nature of transaction | Number of relevant securities | Price per unit |
| e.g. CFD | (Note 6) | (Note 7) | (Note 5) |
(c) Options transactions in respect of existing relevant securities
(i) Writing, selling, purchasing or varying
|
Product name, e.g. call option |
Writing, selling, purchasing, varying etc. |
Number of securities to which the option relates (Note 7) |
Exercise price |
Type, e.g. American, European etc. |
Expiry date |
Option money paid/received per unit (Note 5) |
(ii) Exercising
|
Product name, e.g. call option |
Number of securities |
Exercise price per unit (Note 5) |
(d) Other dealings (including transactions in respect of new securities) (Note 4)
|
Nature of transaction (Note 8) Vesting of restricted stock units |
Details 63,511 Common Shares were issued to Mr. Lonergan upon the vesting, in the ordinary course, of restricted stock units held by him. |
Price per unit (if applicable) (Note 5) $14.21 |
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
|
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
| Is a Supplemental Form 8 attached? (Note 9) | YES/NO |
| Date of disclosure | 10 October 2014 |
| Contact name | James E. Thompson, General Counsel |
| Telephone number | 980-636-5000 |
| Name of offeree/offeror with which acting in concert | Chiquita Brands International, Inc. |
| Specify category and nature of acting in concert status | Director |