This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by: (i) Cavendish Acquisition Corporation, a New Jersey corporation (“Purchaser”) and a wholly owned subsidiary of Cavendish Global Limited, a company organized in England and Wales (“Parent”) and (ii) Parent. This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 4, 2014 (together with any amendments and supplements thereto, the “Schedule TO”), and relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (“Shares”), of Chiquita Brands International, Inc., a New Jersey corporation (“Chiquita”), at a price of $14.50 per Share, net to the seller in cash, without interest and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 4, 2014 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments and supplements thereto, the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(b), respectively.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Items 1 through 9 and Item 11. Additional Information
The Offer to Purchase, and Items 1 though 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following:
“On December 3, 2014, Purchaser extended the expiration of the Offer, in accordance with the Merger Agreement and with the consent of Chiquita, until 12:00 midnight, New York City time, at the end of the day on Tuesday, December 23, 2014, unless further extended or terminated. The Offer remains conditioned on the conditions of the Offer described in Section 15—”Certain Conditions of the Offer” of the Offer to Purchase, including the Regulatory Condition.
As of December 3, 2014, merger antitrust filings have been made with the applicable authorities in each of the following jurisdictions: the United States of America (under the HSR Act), the European Union, Switzerland, Ukraine, Russia, Turkey, Ecuador and Costa Rica. On November 25, 2014, the antitrust authorities in Costa Rica notified the parties that the concentration operation as filed is authorized in Costa Rica and accordingly, all applicable consents and approvals for the Transactions required under the applicable antitrust laws in Costa Rica have been received. On December 2, 2014, both the FTC and the Antitrust Division granted early termination of the waiting period under the HSR Act applicable to the Offer. Accordingly, the HSR Condition relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. On December 3, 2014, the 3rd Chamber of Supervision and Enforcement Department of the antitrust authorities in Turkey notified the parties that Cutrale-Safra’s proposal as filed to acquire all Shares of Chiquita is authorized in Turkey and accordingly, all applicable consents and approvals for the Transactions required under the applicable antitrust laws in Turkey have been received.
The remaining merger antitrust filings are subject to customary review periods in each jurisdiction in which the parties have made a filing, which periods may be terminated early or extended, as the case may be. Cutrale-Safra, subject to the satisfaction of all conditions, presently expects to be in a position to accept Shares for payment no later than the first half of January 2015, although the Acceptance Time may be earlier upon receipt of early termination in appropriate jurisdictions.
The Depositary advised that as of midnight, New York City time, at the end of the day on December 3, 2014, approximately 34,622,609 Shares had been validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 73.49 percent of the currently issued and outstanding Shares. In addition, as of such time, Notices of Guaranteed Delivery had been delivered for 2,037,339 Shares, representing approximately 4.32 percent of the currently issued and outstanding Shares.”
The press release announcing the extension of the Offer, issued by Cutrale-Safra on December 4, 2014, is attached as Exhibit (a)(5)(D) hereto, and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
“(a)(5)(D) Press release issued by Cutrale-Safra on December 4, 2014.”
