Chiquita Brands International Inc

Chiquita Brands International — Proxy Contest (October 2014)

15 slides from Chiquita Brands International's proxy contest presentation, Oct 16, 2014

  1. Slide 1: Cutrale-Safra Proposal to Acquire Chiquita Brands International: Shareholder Presentation

    CUTRALE-SAFRA PROPOSAL TO ACQUIRE CHIQUITA BRANDS INTERNATIONAL: SHAREHOLDER PRESENTATION OCTOBER 15, 2014

  2. Slide 2: The Cutrale-Safra Revised Proposal Is Definitive and Cash Certain for Chiquita Shareholders

    THE CUTRALE-SAFRA REVISED PROPOSAL IS DEFINITIVE AND CASH CERTAIN FOR CHIQUITA SHAREHOLDERS 1 Superior to the Fyffes Combination Based on Current Trading Values: The Cutrale-Safra offer represents at least a 10-15% premium to the Fyffes combination. When the market believed Cutrale-Safra might not b

  3. Slide 3: The Stock Was Headed Into the $12's and the Market Has Now Accepted $14 Will Prevail

    THE STOCK WAS HEADED INTO THE $12’S AND THE MARKET HAS NOW ACCEPTED THE FACT THAT $14 WILL PREVAIL $14.20 $14.00 $13.80 $13.60 $13.40 $13.20 $13.00 8-Oct-14 9-Oct-14 10-Oct-14 13-Oct-14 14-Oct-14 15-Oct-14 Peak price: $14.30 $13.83 1.2% premium: Normal merger arb spread on signed transaction $14.00

  4. Slide 4: Grounding Fyffes' 2016E EBITDA Estimates in Reality

    1 GROUNDING FYFFES’ 2016E EBITDA ESTIMATES IN REALITY AS PRESENTED IN FYFFES INVESTOR PRESENTATION DATED 9/17/14 $140 $15 $20 $62 $40 $20 $21 $318 Chiquita 2014E EBITDA Chiquita Gulf Shipping Savings Salad Business Improvement Fyffes 2014E EBITDA Synergies New Synergies Announced Organic Growth Illu

  5. Slide 5: Illustrative PV Future Share Price Analysis – Reality

    2 ILLUSTRATIVE PV FUTURE SHARE PRICE ANALYSIS – REALITY Analysis presented in Fyffes investor presentation dated 9/17/14 re-run with historically grounded Chiquita 2014E EBITDA of $130 million and reasonable EV/EBITDA multiples Note that since their last fairness opinion, in their PV of future stock

  6. Slide 6: Cutrale-Safra Proposal Provides a Significant Premium to Market Value of Proposed Fyffes Combination

    2 CUTRALE-SAFRA PROPOSAL PROVIDES A SIGNIFICANT PREMIUM TO THE MARKET VALUE OF THE PROPOSED FYFFES COMBINATION CHIQUITA’S STOCKHAS LAGGED PEERS AND THE MARKET, IN PARTICULAR SINCE THE APRIL 29 PROXY FILING 3/7/2014 - 8/8/2014 4/29/2014 - 8/8/2014 Chiquita (7.2%) (13.0%) Fresh Del Monte 13.5% 7.0% S&

  7. Slide 7: $14.00 Per Share Represents a Superior Premium Compared to Other Public Precedents

    3 $14.00 PER SHARE REPRESENTS A SUPERIOR PREMIUM COMPARED TO OTHER PUBLIC PRECEDENTS Parameters Time period: January 1, 1999 – September 30, 2014 Transaction enterprise value: $750 mm - $1.5 bn / all-cash Total transactions screened(1): 334 PREMIUM VS. UNAFFECTED PRICE 13.7% 23.9% 37.3% Cutrale Safr

  8. Slide 8: The Cutrale-Safra Proposal Provides a Record High Multiple

    3 THE CUTRALE-SAFRA PROPOSAL PROVIDES A RECORD HIGH MULTIPLE The Cutrale-Safra proposal has the highest comparable transaction multiple for an acquisition of this scale in the fresh produce sector The Cutrale-Safra proposal provides an 12.4x multiple of Chiquita’s June 30, 2014 last twelve months re

  9. Slide 9: Significant Risk to Chiquita Shareholders in Fyffes Merger

    4 SIGNIFICANT RISK TO CHIQUITA SHAREHOLDERS IN FYFFES MERGER Near-Term Earnings Miss: Chiquita and Fyffes have attempted to anchor perception of the ChiquitaFyffes transaction on unrealistic 2014E estimates. Chiquita is misleading investors by assuming the largest fourth quarter pickup in sales and

  10. Slide 10: Chiquita Management's 2014E Sales Estimates Imply Highly Optimistic Fourth Quarter Results

    4 CHIQUITA MANAGEMENT’S 2014E SALES ESTIMATES IMPLY HIGHLY OPTIMISTIC FOURTH QUARTER RESULTS CHIQUITA 2014E SALES BRIDGE ($ in millions) $762 $826 $739 $2,327 $898 $3,225 Q1 Q2 Q3 YTD 9/30/14 Required Q4 Performance 2014E sales forecast HISTORICAL Q4 SALES HISTORICAL Q4 SALES% OF FY SALES ($ in mill

  11. Slide 11: Fourth Quarter EBITDA Estimates Deviate Sharply from Historical Results

    4 AND FOURTH QUARTER EBITDA ESTIMATES DEVIATE SHARPLY FROM HISTORICAL RESULTS AS WELL ($ in millions) CHIQUITA 2014E EBITDA BRIDGE $23 $62 $26 $111 $29 $140 Q1 Q2 Q3 YTD 9/30/14 Required Q4 Performance 2014 E EBITDA forecast(1) HISTORICAL Q4 EBITDA AND MARGINS HISTORICAL Q4 EBITDA % OF FY EBITDA ($

  12. Slide 12: ChiquitaFyffes Forecast Not Consistent with Actual Performance

    4 CHIQUITAFYFFES FORECAST NOT CONSISTENT WITH ACTUAL PERFORMANCE WALL STREET’S CHIQUITA EBITDA ESTIMATES VERSUS ACTUAL RESULTS ($ in millions) Actual 31% below consensus Actual 54% below consensus Actual 27% below consensus $207 $145 $154 $195 $156 $171 $138 $70 $118 2011 2012 2013 Janney Montgomery

  13. Slide 13: Land Ownership Is a Key Component of Banana Valuation

    4 LAND OWNERSHIP IS A KEY COMPONENT OF BANANA VALUATION EV/EBITDA(1): 5.8x 4.5x Sourced 63% Owned Production 37% Chiquita Fyffes Sourced 100% ChiquitaFyffes Sourced 77% Owned Production 23% 6.4x 6.4x(1) Del Monte Dole Sourced 59% Owned Production 41% Sourced 53% Owned Production 47% Chiquita’s major

  14. Slide 14: Ability and Certainty to Close Without Delay

    5 ABILITY AND CERTAINTY TO CLOSE WITHOUT DELAY Cutrale-Safra offer provides certain all-cash value All due diligence is done and the Cutrale-Safra offer is not subject to a diligence condition Cutrale-Safra have submitted a form of merger agreement that is on substantially similar terms to the Fyffe

  15. Slide 15: Important Disclosure Information

    IMPORTANT DISCLOSURE INFORMATION Cavendish Global Limited and Cavendish Acquisition Corporation, which are jointly owned by an affiliate of the Cutrale Group, Burlingtown UK LTD ("Burlingtown"), and an affiliate of the Safra Group, Erichton Investments Ltd. ("Erichton" and, together with Burlingtown

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