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Irish ChiquitaFyffes deal a step closer

Monday, July 28 16:51:47

The E750m-plus merger between US-based Chiquita and Ireland's Fyffes moved a step closer today to creating the world's biggest global fruit importers and growers by the end of this year.

Chiquita Brands International, Inc.and Fyffes plc today announced that the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (SEC) by ChiquitaFyffes Limited, a private limited company organised under the laws of Ireland (ChiquitaFyffes) on April 30, 2014 was declared effective on Friday.

The companies also announced that they have each scheduled shareholder meetings for Wednesday, September 17, 2014 in connection with the proposed merger of Chiquita and Fyffes.

In addition to the receipt of respective shareholder approvals, the transaction remains subject to other customary closing conditions, including receipt of certain additional regulatory clearances.

"Subject to the timely satisfaction of those conditions, Chiquita and Fyffes plan to complete the combination before the end of 2014," a statement to the authorities in the US today said.

Chiquita's special meeting of shareholders will be held on September 17, 2014 at 9:00 a.m. local time in Charlotte, North Carolina.

This meeting is being held to seek shareholder approval of the transaction agreement and the merger and related matters.

There will be two special meetings of Fyffes shareholders on September 17, 2014 in connection with the combination. Both meetings will be held at the Clyde Court Hotel, Lansdowne Road, Dublin 4.

The first meeting, which is convened by order of the Irish High Court, will be held at 10:00 a.m. (Irish time). Immediately following this meeting, an extraordinary general meeting of Fyffes shareholders will be held at 10:30 a.m. (Irish time) (or, if later, as soon as possible after the conclusion or adjournment of the first meeting). Both meetings are being held to seek shareholder approval of the scheme of arrangement in accordance with Irish law, and the approval of related matters by the Fyffes shareholders will also be sought at the extraordinary general meeting.

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