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Chiquita and Fyffes plan to complete merger before end 2014

Staff writer |
Chiquita Brands International and Fyffes announced that the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by ChiquitaFyffes Limited, was declared effective on Friday, July 25, 2014.

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The companies also announced that they have each scheduled shareholder meetings for Wednesday, September 17, 2014 in connection with the proposed combination 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.

Chiquita's special meeting of shareholders will be held on September 17, 2014 at 9:00 a.m. local time, at NASCAR Plaza, 550 South Caldwell Street, 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.

Chiquita's shareholders of record at the close of business on Monday, August 4, 2014, will be entitled to vote at the Chiquita shareholder meeting. Fyffes shareholders of record at 6:00 p.m. (Irish time) on Monday, September 15, 2014, will be entitled to vote at Fyffes shareholder meetings.

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