Chiquita Explored Merger Options with Fyffes Since 2011
The mega merger between Chiquita and Fyffes is a huge deal for the global banana industry. In fact, it was such a bold move that it took about three years of strategic maneuvering and a number of shareholder meetings to iron out the details and get the ball rolling on the creation of the world’s largest banana supplier. A SEC filing from Wednesday reveals the timeline of the proposed $1.07 billion merger while also illustrating the challenges both companies had to overcome to successfully establish a solid deal. Let's take a look at some of the major previously untold events during those ongoing meetings and discussions...
May 2011 - December 2011
Starting in May 2011, Chiquita had apparently already been exploring various merger options with Fyffes as it announced its move to a new headquarters in Charlotte, North Carolina. Fast forward a few months, the SEC filing states, “At the end of 2011, Fernando Aguirre, who was then the Chairman, Chief Executive Officer and President of Chiquita, contacted David McCann, the Executive Chairman of Fyffes, to determine Fyffes’ interest in exploring a potential transaction with Chiquita.” By December 21, they had signed a confidentiality agreement to commence a preliminary review of a potential deal.
March 2012 - November 2012
Following a period of ongoing discussions between representatives from both Chiquita and Fyffes' financial advisors (Goldman Sachs & Co. and Lazard, respectively) in March, Fyffes believed that a strategic transaction was compelling and confirmed interest in a potential deal. McCann then met with several of Chiquita’s shareholders in July 2012. Fyffes offered shareholders split equity in the combined company, but when Chiquita declined, Fyffes came back and instead offered Chiquita shareholders 51 to 55 percent of the equity of the combined company. However, the deal never went through due to a lack of "sufficient progress on key transaction terms" and Aguirre announced his departure from Chiquita on August 7.
Ed Lonergan, the current Chiquita CEO, took Aguirre's place and began discussions regarding a possible three-way deal between an unknown “Company A” and Fyffes in early November. The deal involved a potential transaction regarding certain assets of Chiquita and/or Company A. Again, the deal failed by mid-November, although Chiquita reserved the right to resume discussions regarding a possible exclusive transaction with Fyffes.
October 2013 - Present
On October 20, 2013 during the PMA Convention in New Orleans, Lonergan asked McCann if he was still interested in a deal. According to the SEC filing, McCann said that he would only be interested if both parties would agree to an exchange ratio that would give Fyffes and Chiquita shareholders “approximately 50% of the equity of the combined company on a fully diluted basis, that the appropriate governance structure would be put in place, and that the name of the new entity would be a combination of both Fyffes and Chiquita.” Three days later, Lonergan indicated his interest. A few months afterward, the deal was finalized in March 2014 after review of the transaction and the potential synergies of the combined companies. In fact, the deal is said to create an annual cost savings of $40 million by 2016 on top of lowering Chiquita's taxes since the new company will be in Ireland.
After all was said and done, Fyffes’ shareholders were given a 38% premium to the company’s share price and all of McCann’s conditions were met. He was named CEO, shareholders received nearly 50% of the combined equity, and the name of the new company was a combination of both Chiquita and Fyffes.
It will be interesting to see how else the story behind this merger will develop. While ChiquitaFyffes still needs the European Commission’s approval for the merger, I can only imagine what this huge company will have in store in the future…
