Chiquita Brands Provides Rule 8.1 Announcement -- Executive Officers Acquire Shares of Chiquita Stock

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| Source: Chiquita Brands International, Inc.

CHARLOTTE, N.C., Aug. 6, 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 August 4, 2014, Brian W. Kocher, its Executive Vice President and Chief Operating Officer, acquired 4,499 shares; Kevin R. Holland, its Executive Vice President and Chief People Officer acquired 3,824 shares; Manuel Rodriguez, its Executive Vice President, Government and International Affairs and Corporate Responsibility Officer acquired 3,493 shares; and James E. Thompson, its Executive Vice President, General Counsel and Secretary acquired 3,374 shares. These shares were acquired upon the vesting, in the ordinary course, of restricted stock units held by each executive officer named above. Of this amount a total of 673 shares were sold on behalf of Mr. Kocher and 505 shares were sold on behalf of each of Mr. Rodriguez and Mr. Thompson to provide, on an estimated basis, the cash necessary to pay any remaining taxes owed as a result of the units vesting. Such sales were effected pursuant to arrangements (i.e., Rule 10b5-1 plans under US law) previously put in place by such officers for such purpose.

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. Chiquita and Fyffes plan to post to their respective shareholders (and to Fyffes share option holders for information only) the definitive Proxy Statement/Prospectus/Scheme Circular in connection with the proposed combination of Chiquita and Fyffes and related transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) 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) 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) 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.

   
Ap9
   
   
APPENDIX 3
DISCLOSURE FORMS
           FORM 8.1(a)&(b)(i)
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) Brian W. Kocher
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 4 August 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 97,412 Common Shares      
  0.21%      
         
(2) Derivatives (other than options) N/A      
(3) Options and agreements to purchase/sell 146,290      
  Restricted Stock Units
under Chiquita Share Plans
     
  0.31%      
Total 243,702      
  0.52%      
         
(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)
Sale by Chiquita Brands
International Inc. to pay tax
pursuant to standing
arrangements following
vesting of Common Shares
as described at 3(d) below.
673




 
$9.629




 
     
 
(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 Details Price per unit
(Note 8)   (if applicable) (Note 5)
Vesting of restricted
stock units 









 
4,499 Common Shares were issued to Mr
Kocher upon the vesting, in the ordinary
course, of restricted stock units, held by
him, of which 673 Common Shares were
sold on 4 August 2014 (as disclosed at
3(a) above), to provide, on an estimated
basis, the cash necessary to pay any
remaining taxes owed as a result of the
units vesting. Such sales were effected
pursuant to arrangements (i.e., Rule
10b5-1 plans under US law) previously
put in place for such purpose.
$0.00










 
     
Ap11
 
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(X)
 
Date of disclosure 5 August 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




Person who is interested or deals in relevant
securities of an offeror or offeree and has, in
addition to his or her normal interest as an
investor in securities, an interest or potential
interest, whether commercial, financial or
person, in the outcome of the offer or possible
offer concerned.
   
   
Ap9
   
APPENDIX 3
DISCLOSURE FORMS
   
  FORM 8.1(a)&(b)(i)
   
   
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) Kevin R. Holland
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 4 August 2014
   
         
2.  INTERESTS AND SHORT POSITIONS
         
(c)  Interests and short positions (following dealing) in the class of relevant security
dealt in
(Note 3)
  Long   Short  
  Number (%) Number (%)
(1) Relevant securities 120,374      
  Common Shares      
  0.26%      
         
  3,234 share equivalents
held in the Common Stock
Fund of the Chiquita
401(k) Plan
     
  0.007%      
(2) Derivatives (other than options) N/A      
(3) Options and agreements to purchase/sell 80,074      
  Restricted Stock Units
under Chiquita Share
Plans
     
  0.17%      
Total 203,682      
  0.43%      
         
(d)  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)
     
(e)  Purchases and sales
Purchase/sale Number of relevant securities Price per unit (Note 5)
 


 
   
     
       
(f)  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)
 
 
     
       
             
(g)  Options transactions in respect of existing relevant securities
             
(iii)  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)
             
             
             
     
(iv)  Exercising
 
Product name,
e.g. call option
Number of securities Exercise price per
unit
(Note 5)
     
     
     
 
(h)  Other dealings (including transactions in respect of new securities) (Note 4)
Nature of transaction Details Price per unit
(Note 8)   (if applicable) (Note 5)
Vesting of restricted
stock units

 
3,824 Common Shares were issued to Mr
Holland upon the vesting, in the ordinary
course, of restricted stock units, held by
him.
$0.00


 
     
 
Ap11
 
 
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(X)
 
Date of disclosure 5 August 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




Person who is interested or deals in relevant
securities of an offeror or offeree and has, in
addition to his or her normal interest as an
investor in securities, an interest or potential
interest, whether commercial, financial or
person, in the outcome of the offer or possible
offer concerned.
   
   
Ap9
   
APPENDIX 3
DISCLOSURE FORMS
   
         FORM 8.1(a)&(b)(i)
   
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) Manuel Rodriguez
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 4 August 2014
   
         
2.  INTERESTS AND SHORT POSITIONS
         
(e)  Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
  Long Short
  Number (%) Number (%)
(1) Relevant securities 56,201      
  Common Shares      
  0.12%      
         
  109 share equivalents held
in the Common Stock Fund
of the Chiquita 401(k) Plan
     
  0.00023%      
(2) Derivatives (other than options) N/A      
(3) Options and agreements to purchase/sell 27,400      
  Restricted Stock Units      
  under Chiquita Share Plans      
  0.06%      
Total 83,710      
  0.18%      
         
(f)  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)
     
(i)  Purchases and sales
Purchase/sale Number of relevant securities Price per unit (Note 5)
Sale by Chiquita Brands
International Inc. to pay tax
pursuant to standing
arrangements following
vesting of Common Shares
as described at 3(d) below.
505




 
$9.629




 
     
     
       
(j)  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)
 
 
     
       
             
(k)  Options transactions in respect of existing relevant securities
             
(v)  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)
             
             
             
     
(vi)  Exercising
 
Product name,
e.g. call option
Number of securities
Exercise price per
unit
(Note 5)
     
     
     
     
(l)  Other dealings (including transactions in respect of new securities) (Note 4)
 
Nature of transaction Details Price per unit
(Note 8)   (if applicable) (Note 5)
Vesting of restricted stock units










 
3,493 Common Shares were issued to Mr
Rodriguez upon the vesting, in the
ordinary course, of restricted stock units,
held by him, of which 505 Common
Shares were sold on 4 August 2014 (as
disclosed at 3(a) above), to provide, on an
estimated basis, the cash necessary to
pay any remaining taxes owed as a result
of the units vesting. Such sales were
effected pursuant to arrangements (i.e.,
Rule 10b5-1 plans under US law)
previously put in place for such purpose.
$0.00










 
     
 
Ap11
 
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(X)
 
Date of disclosure 5 August 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




Person who is interested or deals in relevant
securities of an offeror or offeree and has, in
addition to his or her normal interest as an
investor in securities, an interest or potential
interest, whether commercial, financial or
person, in the outcome of the offer or possible
offer concerned.
   
   
Ap9
   
   
APPENDIX 3
DISCLOSURE FORMS
              FORM 8.1(a)&(b)(i)
   
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) James E. Thompson
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 4 August 2014
   
         
2.  INTERESTS AND SHORT POSITIONS
         
(g)  Interests and short positions (following dealing) in the class of relevant security
dealt in
(Note 3)
  Long Short
  Number (%) Number (%)
(1) Relevant securities 99,101 Common Shares      
  0.21%      
(2) Derivatives (other than options) N/A      
(3) Options and agreements to purchase/sell 75,062 Restricted Stock Units
under Chiquita Share Plans
     
  0.16%      
Total 174,163      
  0.37%      
         
(h)  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)
     
(m)  Purchases and sales
Purchase/sale Number of relevant securities Price per unit (Note 5)
Sale by Chiquita Brands
International Inc. to pay tax
pursuant to standing
arrangements following
vesting of Common Shares
as described at 3(d) below
505




 
$9.634




 
     
     
     
       
(n)  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)
 
 
     
       
             
(o)  Options transactions in respect of existing relevant securities
             
(vii)  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)
             
             
             
     
(viii)  Exercising
 
Product name,
e.g. call option
Number of securities
Exercise price per unit (Note 5)
     
     
     
(p)  Other dealings (including transactions in respect of new securities) (Note 4)
 
Nature of transaction Details Price per unit
(Note 8)   (if applicable) (Note 5)
Vesting of restricted
stock units









 
3,374 Common Shares were issued to Mr.
Thompson upon the vesting, in the
ordinary course, of restricted stock units,
held by him, of which 505 Common
Shares were sold on 4 August 2014 (as
disclosed at 3(a) above), to provide, on an
estimated basis, the cash necessary to
pay any remaining taxes owed as a result
of the units vesting. Such sales were
effected pursuant to arrangements (i.e.,
Rule 10b5-1 plans under US law)
previously put in place for such purpose.
$0.00










 
     
 
Ap11
 
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(X)
 
Date of disclosure 5 August 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




Person who is interested or deals in relevant
securities of an offeror or offeree and has, in
addition to his or her normal interest as an
investor in securities, an interest or potential
interest, whether commercial, financial or
person, in the outcome of the offer or possible
offer concerned.
   
Steve Himes, 980-636-5636,
, (Investors and Analysts)
Ed Loyd, 980-636-5145,
, (Media)