Shareholders at Chiquita Called to Start Proxy Battle

Cutrale-Safra Group from Brazil, which made an unsolicited offer for Chiquita brands International that was rejected on Thursday by management, made the first steps to push for a proxy fight in its attempt at a hostile takeover.

Cutrale the juice maker from Brazil and Safra Group the real estate and banking conglomerate, which together made an offer of $610.5 million in cash for the banana producer based in the U.S., asked Chiquita shareholders to place votes against a merger that is planned with Fyffes Plc, and fruit company based in Ireland.

The proxy materials, said a statement from Cutrale-Safra group on Friday, enable shareholders of Chiquita to send a message to the board of Chiquita that its failure to enter into a discussion with the Cutrale-Safra Group and it decision to not accept the superior proposal by Cutrale-Safra is just a continuation of a record of failed decisions on strategy.

Chiquita wants to close its merger plans with Fyffes, which was announced back in March. The market value of Fyffes and Chiquita is placed at a combined $1 billion.

Due to years of declining consumption of orange juice worldwide, Cutrale is moving into other types of products and into other regions.

The presence of Safra Group, which is controlled by Joseph Safra the financier who is Brazilian-Lebanese, could lend the financial muscle Cutrale needs to outbid the Ireland-based Fyffes.

The Cutrale-Safra group said its bid was better because the one between Fyffes and Chiquita was based upon a corporate inversion. That is a procedure where a company based in the U.S. reincorporates with a new partner outside the U.S. to lower its overall tax burden.

Capitol Hill and the White House have attacked the corporate inversion.

Officials in the U.S. Treasury said they were examining ways to use authority from the Executive Branch and block such inversions, unless Congress starts to take action on the controversial issue.

Democrats in Congress have made proposals that would make it unprofitable for companies in the U.S. to pursue a corporate inversion.

Leaders of the Republicans say that inversions should be part of an overhaul of the entire federal tax system.

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