Tuesday, June 03 14:46:40
The proposed USD1bn merger in a tax-inversion deal by Chiquita Brands in the US of Ireland's Fyffes has cleared a major hurdle.
Yesterday saw the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expire.
Expiration of the waiting period satisfies a condition to the closing of the transaction.
However, the transaction remains subject to other customary closing conditions, including, among others, certain additional regulatory clearances and approval by the shareholders of both Chiquita and Fyffes.
Back in April, Fyffes and Chiquita revised some of the conditions of their proposed $1 billion merger.
The two companies have amended the conditions to reflect mandatory jurisdiction of the European Commission.
The original conditions said the merger would not meet the mandatory notification thresholds under the EC Merger Regulation.
As a result, the European Commission would have jurisdiction to examine the combination only if the EU Member States with jurisdiction to review the transaction did not object, or the European Commission accepted a request from one or more EU Member States to review all or part of the transaction.
The new merged entity will be called ChiquitaFyffes and will be listed on the New York Stock Exchange but domiciled in Ireland. It will have combined annual revenues of approximately $4.6 billion (E3.3 billion).
ChiquitaFyffes will have an operating presence in more than 70 countries and a workforce of approximately 32,000 people around the world. It will also have a "significant presence" in the global market for packaged salads, melons and pineapples.