Chiquita Brands International Inc
Chiquita Brands International — Merger or Acquisition (October 2014)
23 slides from Chiquita Brands International's merger presentation, Oct 20, 2014
Slide 1: Investor Presentation October 2014
1 1 O Investor Presentation October 2014
Slide 2: Forward-looking statements
2 This presentation contains certain statements that are “forward - looking statements.” These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita and Fyffes plc (“Fyffes”), including: the customary risks experienced by global
Slide 3: Chiquita Has Delivered for Shareholders
3 Chiquita Has Delivered for Shareholders Chiquita’s Board Continues to Focus on Maximizing Value for Shareholders • The revised Fyffes exchange ratio represents a significant improvement for Chiquita’s shareholders • In addition, updated projections, revised synergy estimates and regulatory approva
Slide 4: Review of Process Since March Announcement
4 Review of Process Since March Announcement 11 - Aug - 2014 Chiquita Receives Non - Binding Proposal of $13 / Share from Cutrale / Safra 14 - Aug - 2014 Chiquita Board Determines Cutrale / Safra Non - Binding Proposal to Not be in the Best Interest of its Shareholders 27 - Aug - 2014 Chiquita and F
Slide 5: ChiquitaFyffes Transaction is Compelling
5 ChiquitaFyffes Transaction is Compelling
Slide 6: We Recommend Shareholders Vote in Favor of the ChiquitaFyffes Transaction
6 We Recommend Shareholders Vote in Favor of the ChiquitaFyffes Transaction Benefits of ChiquitaFyffes Why Vote w ith Chiquita Board • Creates a leading global produce company • #1 position in bananas, with a significant presence in packaged salads, melons, and pineapples • Complementary strengths •
Slide 7: Global Presence With Widely Recognized Brands and Significant Operating Efficiencies
7 Global Presence With Widely Recognized Brands and Significant Operating Efficiencies • #1 European operator • #2 US operator • US market leader in packaged salads • # 1 US melon importer • #3 pineapple distributor in US and Europe Largest in global banana category Strong positions in other key cat
Slide 8: Complementary Products and Geographies
Bananas 75% Melons 16% Pineapples 9% Bananas 64% Salads and Healthy Snacks 32% Other Produce 4% US 61% Core Europe 29% Other International 11% Bananas 67% Salads and Healthy Snacks 23% Other Produce 9% 8 Complementary Products and Geographies Note: The combined figures are not projection
Slide 9: Creation of Tangible Combination Benefits
9 Creation of Tangible Combination Benefits Regional Presence • Limited overlap in existing businesses • Combined business substantially expands end market distribution options, better serves customers, reduces end market exposure risk • Substantial potential in emerging markets Growing and Sourcing
Slide 10: Strong Combined Financial Profile
10 Strong Combined Financial Profile Source: Public filings Note : Combined figures are not projections of how the Combined Group will trade ; EUR converted to USD at an exchange rate of $1.3242 to € 1.000. (1) For illustrative purposes, 2014 Fyffes initial estimated EBITDA is stated as $52 million
Slide 11: Value Creation Since ChiquitaFyffes Announcement
11 Value Creation Since ChiquitaFyffes Announcement
Slide 12: Revised Fyffes Transaction is Significantly More Favorable to Chiquita Shareholders
12 Revised Fyffes Transaction is Significantly More Favorable to Chiquita Shareholders Original Deal Announcement: March 10 th , 2014 New Deal Announcement: September 26 th , 2014 0.1567x ( Fyffes ) 1.0000x (Chiquita) 0.1113x ( Fyffes ) 1.0000x (Chiquita) Improved Exchange Ratio and Additional Syner
Slide 13: Strong 3rd Quarter Results Confirm Chiquita is on Track to Meet its 2014 Profit Forecast
Q1 2014 Q2 2014 Q3 2014E 2 Implied Q4 2014 Based on Full Year Guidance Range 3 EBIT (GAAP) $1 $37 $ 0 - $ 2 Transaction Expenses 6 3 8 Vessel Changeover Expenses - 5 - Exit Activities 1 2 2 Comparable EBIT $7 $46 $ 10 - $ 12 D&A 16 15 15 Adjusted EBITDA $ 23¹ $62 $ 25 - $ 27 $ 18 - $ 40 Change vs. 2
Slide 14: Increased Synergies and Outperformance of Fyffes' Business
14 • Savings derived from shipping efficiency in Europe and the Mediterranean • Contributes $20 million of additional synergies • ~$ 1.80 • Higher guidance – Increased full year 2014 EBITA target range to € 38mm - € 42mm from € 30mm - € 35mm • Adds ~$10mm ( € 7.5mm) to combined EBITDA 1 • ~$ 0.90 •
Slide 15: All Regulatory Approvals Received and the Transaction is On Track to Close
15 All Regulatory Approvals Received and the Transaction is On Track to Close Expeditiously Source: Public filings European Union United States Date October 3 rd , 2014 Date June 2 nd , 2014 “Today's decision reaffirms our confidence that the combination of Chiquita and Fyffes is a natural strategic
Slide 16: ChiquitaFyffes is a True Merger of Equals
Trading Days Prior to Mar-10 Announcement of Original Deal¹ Chiquita VWAP Implied Fyffes Price (USD) (New Deal) Implied Premium to Undisturbed Fyffes Price² Last Close $10.84 $1.21 (2.3)% 5 days 10.91 1.21 (1.7) 10 days 11.22 1.25 1.1 30 days 10.90 1.21 (1.8) 90 days 10.73 1.19 (3.3) Equity Consider
Slide 17: Illustrative Adjusted Trading Value
17 Illustrative Adjusted Trading Value Chiquita Shareholders Derive Substantial Value Based on Recent Trading The New Exchange Ratio and Incremental EBITDA Expectations Imply A Significant Increase in Value Relative to the Original Transaction With Fyffes Source: Chiquita and Fyffes profit forecasts
Slide 18: Illustrative FYE 2015 Future Share Price and Present Value of the Merger
18 Illustrative FYE 2015 Future Share Price Long - Term Value for Chiquita Shareholders Illustrative Present Value of the Merger Source: Chiquita and Fyffes profit forecasts and other public filings Note: Chiquita net debt balance for future share price is adjusted for unamortized portion of convert
Slide 19: Extensive Due Diligence with Cutrale / Safra
19 Extensive Due Diligence with Cutrale / Safra Cutrale / Safra Diligence by the Numbers Demonstrates Unusually Open Access Hours of In - Person Meetings, Site Visits, and Conference Calls Pages of Company Information Provided in Chiquita’s Data Room Additional Pages and Documents Made Available to
Slide 20: Appendix
Po Appendix \
Slide 21: Chiquita/Fyffes Combination is the Result of a Thorough and Disciplined Process
21 Chiquita/Fyffes Combination is the Result of a Thorough and Disciplined Process Chiquita/Fyffes resulted from a lengthy and careful process: • December 2010: Chiquita Board establishes strategic transaction committee, comprised solely of directors who are “independent” as defined by the NYSE, to
Slide 22: No Offer and Solicitation
22 The directors of Chiquita accept responsibility for the information contained in this presentation. To the best of the knowle dge and belief of the directors of Chiquita (who have taken all reasonable care to ensure that such is the case), the information contained in this pr esentation for which
Slide 23: No Profit Forecast / Asset Valuations / Basis of Synergies / Non-GAAP Information
23 No Profit Forecast / Asset Valuations / Basis of Synergies / Non - GAAP Information The foregoing presentation should be read in conjunction with the definitive Proxy Statement/Prospectus/Scheme Circular dated Au gust 6, 2014 and the First Supplement to the Proxy Statement/Prospectus/Scheme Circu
Chiquita Brands International — Merger or Acquisition (October 2014) on 6ix