CQB / Chiquita Brands International Inc - SEC Filings, Annual Report, Proxy Statement

Chiquita Brands International Inc
US
THIS SYMBOL IS NO LONGER ACTIVE

Basic Stats
CIK 101063
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Chiquita Brands International Inc
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
February 9, 2017 SC 13G/A

CQB / Chiquita Brands International Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 dfs623.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* CHIQUITA BRANDS INTL (Name of Issuer) Common Stock (Title of Class of Securities) 170032809 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

February 12, 2016 15F-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15F-12B 1 form15-12bf7875notes.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-1550 Chiquita Brands Internation

February 9, 2016 SC 13G/A

CQB / Chiquita Brands International Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 rrd106.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* CHIQUITA BRANDS INTL (Name of Issuer) Common Stock (Title of Class of Securities) 170032809 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

November 4, 2015 10-Q

CQB / Chiquita Brands International Inc 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

August 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 cqb10-qxq215.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

May 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 cqb10-qxq115.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

April 6, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2015 (March 31, 2015) CHIQUITA BRANDS INTERNATIONAL, INC.

March 18, 2015 EX-13

MANAGEMENT'S RESPONSIBILITY FOR AND FINANCIAL REPORTING

EX-13 5 cqb10k-exhibit13.htm EXHIBIT 13 EXHIBIT 13 MANAGEMENT'S RESPONSIBILITY FOR AND FINANCIAL REPORTING The financial statements and related financial information presented in this Annual Report are the responsibility of Chiquita Brands International, Inc. management, who believe that they present fairly our consolidated financial position, results of operations, and cash flows in accordance wi

March 18, 2015 EX-10.1

CREDIT AGREEMENT by and among CHIQUITA BRANDS INTERNATIONAL, INC., as Parent, CHIQUITA BRANDS L.L.C., and each U.S. Subsidiary listed as a Borrower on the signature pages hereto, as Borrowers, THE LENDERS THAT ARE PARTIES HERETO, BANK OF AMERICA, N.A

EX-10.1 2 exhibit101creditagreement.htm EXHIBIT 10.1 EXECUTION VERSION CREDIT AGREEMENT by and among CHIQUITA BRANDS INTERNATIONAL, INC., as Parent, CHIQUITA BRANDS L.L.C., and each U.S. Subsidiary listed as a Borrower on the signature pages hereto, as Borrowers, THE LENDERS THAT ARE PARTIES HERETO, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASS

March 18, 2015 EX-10.25

[CHIQUITA LETTERHEAD]

Exhibit 10.25 [CHIQUITA LETTERHEAD] January , 2015 [] Chiquita Brands International Inc. 550 South Caldwell Street Charlotte, North Carolina 28202 [Executive]: Reference is made to the Severance Agreement (the “Severance Agreement”) between Chiquita Brands International, Inc. (the “Company”) and you, dated as of August 22, 2014. Capitalized terms used but not defined herein shall have the meaning

March 18, 2015 EX-10.26

CHIQUITA BRANDS INTERNATIONAL, INC. 550 South Caldwell Street Charlotte, North Carolina 28202

Exhibit 10.26 CHIQUITA BRANDS INTERNATIONAL, INC. 550 South Caldwell Street Charlotte, North Carolina 28202 January 9, 2015 Mr. Edward L. Lonergan Chiquita Brands International, Inc. 550 South Caldwell Street Charlotte, North Carolina 28202 Mr. Lonergan: Reference is made to the Employment Agreement (the "Original Employment Agreement") between Chiquita Brands International, Inc. (the "Company") a

March 18, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2014 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to Commission File Number 1-1550 Chiquita Br

March 18, 2015 EX-21

CHIQUITA BRANDS INTERNATIONAL, INC.

EXHIBIT 21 CHIQUITA BRANDS INTERNATIONAL, INC. SUBSIDIARIES Set forth below is a list of the company's subsidiaries and the jurisdictions in which they are organized: Organized Under the Laws of Chiquita Brands L.L.C. Delaware Fresh International Corp. Delaware TransFRESH Corporation Delaware Fresh Express Incorporated Delaware Verdelli Farms, Inc. Pennsylvania G&V Farms, LLC Pennsylvania V.F. Tra

February 24, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a8-kdiveley.htm 8-K DIVELEY CEO SALADS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2015 (February 18, 2015) CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey

February 17, 2015 SC 13G

CQB / Chiquita Brands International Inc / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHIQUITA BRANDS INTERNATIONAL, INC (Name of Issuer) Common Stock (Title of Class of Securities) 170032809 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

February 11, 2015 SC 13G/A

CQB / Chiquita Brands International Inc / VANGUARD GROUP INC Passive Investment

chiquitabrandsintlinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Chiquita Brands International Inc Title of Class of Securities: Common Stock CUSIP Number: 170032809 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check

February 11, 2015 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a8-kfeb2015ablxboa.htm 8-K FEB2015 ABL BOA UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2015 (February 5, 2015) CHIQUITA BRANDS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Ne

February 10, 2015 SC 13G/A

CQB / Chiquita Brands International Inc / Pentwater Capital Management LP - PENTWATER CAPITAL MANAGEMENT LP SC 13GA 12-31-2014 (CHIQUITA BRANDS INTERNATIONAL, INC) Passive Investment

SC 13G/A 1 formsc13ga.htm PENTWATER CAPITAL MANAGEMENT LP SC 13GA 12-31-2014 (CHIQUITA BRANDS INTERNATIONAL, INC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Chiquita Brands International, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 170032809 (CUSIP Nu

February 5, 2015 SC 13G/A

CQB / Chiquita Brands International Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 rrd072.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* CHIQUITA BRANDS INTL (Name of Issuer) Common Stock (Title of Class of Securities) 170032809 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

January 22, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a8-knewofficers1x2015.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2015 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Ot

January 21, 2015 15-12B

CQB / Chiquita Brands International Inc 15-12B - - CERTIFICATION AND NOTICE OF TERMINATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-1550 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact name of registrant as spec

January 21, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Costs Associated with Exit or Disposal Activities

8-K 1 form8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2015 (January 14, 2015) CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-19233

January 20, 2015 15-12B

CQB / Chiquita Brands International Inc 15-12B - - CERTIFICATION AND NOTICE OF TERMINATION

15-12B 1 form15-12b.htm CERTIFICATION AND NOTICE OF TERMINATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-1550 CHIQU

January 12, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2015 (January 6, 2015) CHIQUITA BRANDS INTERNATIONAL, INC.

January 12, 2015 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHIQUITA BRANDS INTERNATIONAL, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHIQUITA BRANDS INTERNATIONAL, INC. Chiquita Brands International, Inc., a corporation organized and existing under the laws of the State of New Jersey (the “Corporation”), hereby restates and integrates its Certificate of Incorporation, as amended, and also substantively amends such Certificate of Incorporation, to read in full as h

January 8, 2015 SC 13D/A

CQB / Chiquita Brands International Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Chiquita Brands International Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 170032809 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Autho

January 7, 2015 S-8 POS

CQB / Chiquita Brands International Inc S-8 POS - - FORM S-8 POS

As filed with the Securities and Exchange Commission on January 6, 2015 Registration No.

January 7, 2015 S-8 POS

CQB / Chiquita Brands International Inc S-8 POS - - FORM S-8 POS

As filed with the Securities and Exchange Commission on January 6, 2015 Registration No.

January 7, 2015 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 20, 2015, pursuant to the provisions of Rule 12d2-2 (a).

January 7, 2015 S-8 POS

CQB / Chiquita Brands International Inc S-8 POS - - FORM S-8 POS

As filed with the Securities and Exchange Commission on January 6, 2015 Registration No.

January 6, 2015 S-8 POS

CQB / Chiquita Brands International Inc S-8 POS - - FORM S-8 POS

S-8 POS 1 v398100s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on January 6, 2015 Registration No. 333-184323 Registration No. 333-168276 Registration No. 333-135522 Registration No. 333-115675 Registration No. 333-115673 Registration No. 333-115671 Registration No. 333-88514 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMEN

January 6, 2015 EX-3.2

AMENDED AND RESTATED BY-LAWS OF CHIQUITA BRANDS INTERNATIONAL, INC. ARTICLE I Meetings of Shareholders; Shareholders’ Consent in Lieu of Meeting

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF CHIQUITA BRANDS INTERNATIONAL, INC. ARTICLE I Meetings of Shareholders; Shareholders’ Consent in Lieu of Meeting SECTION 1.01. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be

January 6, 2015 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SC TO-T/A 1 sctota.htm AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION (Offeror) (Names of Filing Perso

January 6, 2015 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHIQUITA BRANDS INTERNATIONAL, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHIQUITA BRANDS INTERNATIONAL, INC. Chiquita Brands International, Inc., a corporation organized and existing under the laws of the State of New Jersey (the “Corporation”), hereby restates and integrates its Certificate of Incorporation, as amended, and also substantively amends such Certificate of Incorporation, to read in full as h

January 6, 2015 RW

CQB / Chiquita Brands International Inc RW - - FORM RW

RW 1 v398093rw.htm FORM RW [Chiquita Brands International, Inc. Letterhead] January 6, 2015 VIA EDGAR SUBMISSION Mr. Justin Dobbie Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Chiquita Brands International, Inc. Application for Withdrawal of Registration Statement on Form S-3 File No. 333-190585 Dear Mr. Dobbie: Pursuant to R

January 6, 2015 S-8 POS

CQB / Chiquita Brands International Inc S-8 POS - - FORM S-8 POS

S-8 POS 1 v398101s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on January 6, 2015 Registration No. 333-184323 Registration No. 333-168276 Registration No. 333-135522 Registration No. 333-115675 Registration No. 333-115673 Registration No. 333-115671 Registration No. 333-88514 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMEN

January 6, 2015 EX-99.(A)(5)(G)

The Cutrale and Safra Groups Successfully Complete Tender Offer for Chiquita Brands International, Inc.

Exhibit (a)(5)(G) The Cutrale and Safra Groups Successfully Complete Tender Offer for Chiquita Brands International, Inc.

January 6, 2015 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2015 CHIQUITA BRANDS INTERNATIONAL, INC.

January 6, 2015 S-8 POS

CQB / Chiquita Brands International Inc S-8 POS - - FORM S-8 POS

S-8 POS 1 v398099s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on January 6, 2015 Registration No. 333-184323 Registration No. 333-168276 Registration No. 333-135522 Registration No. 333-115675 Registration No. 333-115673 Registration No. 333-115671 Registration No. 333-88514 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMEN

January 6, 2015 S-8 POS

CQB / Chiquita Brands International Inc S-8 POS - - FORM S-8 POS

S-8 POS 1 v398098s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on January 6, 2015 Registration No. 333-184323 Registration No. 333-168276 Registration No. 333-135522 Registration No. 333-115675 Registration No. 333-115673 Registration No. 333-115671 Registration No. 333-88514 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMEN

January 6, 2015 EX-99.2

The Cutrale-Safra Groups Complete Acquisition of Chiquita Committed To Long-Term Enhancement of Chiquita as Strong Global Agribusiness Leader Vision for Chiquita Outlined: Commitment to Excellence in Customer Service, Organizational Simplicity and Ef

EX-99.2 4 v398165ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 The Cutrale-Safra Groups Complete Acquisition of Chiquita Committed To Long-Term Enhancement of Chiquita as Strong Global Agribusiness Leader Vision for Chiquita Outlined: Commitment to Excellence in Customer Service, Organizational Simplicity and Efficiency in Business CHARLOTTE, N.C., - (January 6, 2015) – Chiquita Brands International, Inc.

January 6, 2015 SC 14D9/A

CQB / Chiquita Brands International Inc SC 14D9/A - - SC 14D9/A

SC 14D9/A 1 v398175sc14d9a.htm SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.0

January 5, 2015 SC 13D/A

CQB / Chiquita Brands International Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SC 13D/A 1 cqb02.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Chiquita Brands International Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 170032809 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone N

January 2, 2015 SC 14D9/A

CQB / Chiquita Brands International Inc SC 14D9/A - - FORM SC 14D9/A

SC 14D9/A 1 v397910sc14d9-a.htm FORM SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK

January 2, 2015 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SC TO-T/A 1 sctota.htm AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION (Offeror) (Names of Filing Perso

January 2, 2015 EX-99.(A)(5)(F)

The Cutrale and Safra Groups Announce Satisfaction of the Regulatory Condition For its Acquisition of Chiquita Brands International, Inc.

Exhibit (a)(5)(F) The Cutrale and Safra Groups Announce Satisfaction of the Regulatory Condition For its Acquisition of Chiquita Brands International, Inc.

December 31, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2014 (December 24, 2014) CHIQUITA BRANDS INTERNATIONAL, INC.

December 31, 2014 EX-10.1

CONSENT TO CREDIT AGREEMENT

Exhibit 10.1 CONSENT TO CREDIT AGREEMENT THIS CONSENT TO CREDIT AGREEMENT (this "Agreement") is entered into as of December 24, 2014, by and among the Lenders identified on the signature pages hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, "Agent"), CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporat

December 30, 2014 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

December 24, 2014 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SC TO-T/A 1 sctota.htm AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION (Offeror) (Names of Filing Perso

December 24, 2014 SC 14D9/A

CQB / Chiquita Brands International Inc SC 14D9/A - - FORM SC 14D9/A

SC 14D9/A 1 v397491sc14d9-a.htm FORM SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK

December 24, 2014 8-K

Other Events

8-K 1 v3973318k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Ju

December 24, 2014 EX-99.(A)(5)(E)

The Cutrale and Safra Groups Extend Tender Offer for Chiquita Brands International, Inc.

EX-99.(A)(5)(E) 2 ex99-a5e.htm PRESS RELEASE Exhibit (a)(5)(E) The Cutrale and Safra Groups Extend Tender Offer for Chiquita Brands International, Inc. NEW YORK, December 24, 2014 — The Cutrale and Safra Groups (“Cutrale-Safra”) today announced that the previously announced tender offer by its affiliate, Cavendish Acquisition Corporation, for all outstanding shares of common stock of Chiquita Bran

December 22, 2014 8-K

Other Events

8-K 1 v3971918k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Ot

December 17, 2014 SC 14D9/A

CQB / Chiquita Brands International Inc SC 14D9/A - - FORM SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities

December 17, 2014 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subjec

SC TO-T/A 1 sctota.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION (Offeror) (Names of Filing Perso

December 15, 2014 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SC TO-T/A 1 sctota.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION (Offeror) (Names of Filing Perso

December 9, 2014 SC 13D/A

CQB / Chiquita Brands International Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Chiquita Brands International Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 170032809 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Autho

December 4, 2014 SC 14D9/A

CQB / Chiquita Brands International Inc SC 14D9/A - - FORM SC 14D9/A

SC 14D9/A 1 v395797sc14d9-a.htm FORM SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK

December 4, 2014 EX-99.(A)(5)(D)

The Cutrale and Safra Groups Extend Tender Offer for Chiquita Brands International, Inc.

Exhibit (a)(5)(D) The Cutrale and Safra Groups Extend Tender Offer for Chiquita Brands International, Inc.

December 4, 2014 SC TO-T/A

UNITED STATES

SC TO-T/A 1 sctota.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION (Offeror) (Names of Filing Perso

November 18, 2014 SC TO-T/A

UNITED STATES

SC TO-T/A 1 sctota.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION (Offeror) (Names of Filing Perso

November 18, 2014 SC 14D9/A

CQB / Chiquita Brands International Inc SC 14D9/A - - SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities

November 17, 2014 SC 13D

CQB / Chiquita Brands International Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SC 13D 1 cqb00.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Chiquita Brands International Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 170032809 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Auth

November 7, 2014 EX-99.(A)(14)

Cutrale-Safra Tender Offer Answers to Frequently Asked Questions

Exhibit (a)(14) Cutrale-Safra Tender Offer Answers to Frequently Asked Questions All Chiquita shareholders will receive over the coming days a package of information that will provide detailed information about the Cutrale-Safra tender, what they will need to do to tender their shares and specific instructions about how to tender their shares.

November 7, 2014 SC 14D9/A

CQB / Chiquita Brands International Inc SC 14D9/A - - SC 14D9/A

SC 14D9/A 1 v393687sc14d9a.htm SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.0

November 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-k09x30x2014.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) New Jersey 1-1550 04-1923360 (State or Other J

November 6, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 6, 2014 EX-99.1

CHIQUITA REPORTS THIRD QUARTER 2014 RESULTS

EX-99.1 2 cqb20140930exhibit991er.htm EXHIBIT Exhibit 99.1 News Release CHIQUITA REPORTS THIRD QUARTER 2014 RESULTS • GAAP net loss of $18 million for both of 2014 and 2013 third quarter • Comparable operating income[1] of $12 million in 2014 compared to $2 million in 2013 • Adjusted EBITDA[1] of $26 million for 2014 compared to $18 million in 2013 CHARLOTTE, N.C. - November 6, 2014 - Chiquita Bra

November 4, 2014 EX-99.(A)(5)(B)

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC. at $14.50 Net Per Share by CAVENDISH ACQUISITION CORPORATION, a wholly owned subsidiary of CAVENDISH GLOBAL LIMITED

Exhibit (a)(5)(B) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

November 4, 2014 SC 14D9

CQB / Chiquita Brands International Inc SC 14D9 - - SC 14D9

SC 14D9 1 v392483sc14d9.htm SC 14D9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of C

November 4, 2014 EX-99.E.9

CHIQUITA BRANDS INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit (e)(9) CHIQUITA BRANDS INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), as of September 8, 2014 (the "Grant Date"), hereby awards to the Grantee named below restricted stock units ("RSUs") representing the right to receive an aggregate of 79,412 shares of the Company’s Common Stock (“Shares”), su

November 4, 2014 EX-99.(D)(3)

Erichton Investments Ltd. Marcy Building, 2nd Floor, Purcell Estate, P.O. Box 2416 Road Town, Tortola, British Virgin Islands October 26, 2014 Exhibit A Merger Agreement

Exhibit (d)(3) Erichton Investments Ltd. Marcy Building, 2nd Floor, Purcell Estate, P.O. Box 2416 Road Town, Tortola, British Virgin Islands October 26, 2014 To: Cavendish Global Limited Level 1, Exchange House, Primrose Street London EC2A 2EG, England Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), in the form attached hereto as Exhib

November 4, 2014 EX-99.E.15

SEVERANCE AGREEMENT

Exhibit (e)(15) SEVERANCE AGREEMENT THIS AGREEMENT, dated as of August 22, 2014 is made by and between Chiquita Brands International, Inc.

November 4, 2014 EX-99.(A)(1)(A)

Offer To Purchase For Cash All Outstanding Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC. at $14.50 NET PER SHARE by CAVENDISH ACQUISITION CORPORATION a wholly owned subsidiary of CAVENDISH GLOBAL LIMITED a jointly owned subsidiary of

Exhibit (a)(1)(A) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC.

November 4, 2014 EX-99.(A)(1)(D)

Offer To Purchase For Cash All Outstanding Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC. at $14.50 NET PER SHARE by CAVENDISH ACQUISITION CORPORATION a wholly owned subsidiary of CAVENDISH GLOBAL LIMITED a jointly owned subsidiary of

Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC.

November 4, 2014 EX-99.(D)(4)

Burlingtown UK LTD 25 Park Lane, 3rd Floor London W1K1RA, UK October 26, 2014 Exhibit A Merger Agreement

Exhibit (d)(4) Burlingtown UK LTD 25 Park Lane, 3rd Floor London W1K1RA, UK October 26, 2014 To: Cavendish Global Limited Level 1, Exchange House, Primrose Street London EC2A 2EG, England Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), in the form attached hereto as Exhibit A, to be entered into among Cavendish Global Limited, a private limited company incorporated under the laws of England and Wales (“Cavendish Global”), Cavendish Acquisition Corporation, a New Jersey corporation and a wholly owned subsidiary of Cavendish Global (“Cavendish Acquisition”), and Chiquita Brands International, Inc.

November 4, 2014 EX-99.(A)(5)(C)

The Cutrale and Safra Groups Commence Tender Offer for Chiquita Brands International, Inc.

Exhibit (a)(5)(C) The Cutrale and Safra Groups Commence Tender Offer for Chiquita Brands International, Inc.

November 4, 2014 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC. at $14.50 NET PER SHARE Pursuant to the Offer to Purchase dated November 4, 2014 by CAVENDISH ACQUISITION CORPORATION a wholly owned subsidiary of CAVENDISH

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC.

November 4, 2014 EX-99.E.12

[Signature Page Follows]

Exhibit (e)(12) September 8, 2014 Mr. Edward L. Lonergan Chief Executive Officer Chiquita Brands International, Inc. 550 South Caldwell Street Charlotte, North Carolina 28202 Re: Amendment of Employment Agreement Dear Ed: 1. In connection with the pending merger pursuant to the Transaction Agreement between the Company and Fyffes plc (“Fyffes”) dated March 10, 2014 (“Transaction Agreement”), we pr

November 4, 2014 EX-99.(A)(1)(E)

Offer To Purchase For Cash All Outstanding Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC. at $14.50 NET PER SHARE by CAVENDISH ACQUISITION CORPORATION a wholly owned subsidiary of CAVENDISH GLOBAL LIMITED a jointly owned subsidiary of

Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC.

November 4, 2014 EX-99.(D)(2)

CONFIDENTIALITY AGREEMENT ARTICLE I. CONFIDENTIALITY OF EVALUATION MATERIALS ARTICLE II. USE OF EVALUATION MATERIALS ARTICLE III. NON-DISCLOSURE ARTICLE IV. RETURN OF DOCUMENTS ARTICLE V. NO UNAUTHORIZED CONTACT OR SOLICITATION ARTICLE VI. STANDSTILL

Exhibit (d)(2) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is made and entered into by and among the parties identified on Appendix A hereto (each a “Prospective Buyer” and collectively herein referred to as “Cutrale-Safra”) and CHIQUITA BRANDS INTERNATIONAL, INC.

November 4, 2014 SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CHIQUITA BRANDS INTERNATIONAL, INC. CAVENDISH GLOBAL LIMITED CAVENDIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION (Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person

November 4, 2014 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC. at $14.50 NET PER SHARE Pursuant to the Offer to Purchase dated November 4, 2014 by CAVENDISH ACQUISITION CORPORATION a wholly owned subsidiary

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of CHIQUITA BRANDS INTERNATIONAL, INC.

November 4, 2014 EX-99.A.13

CHIQUITA BRANDS INTERNATIONAL, INC.

Exhibit (a)(13) CHIQUITA BRANDS INTERNATIONAL, INC. November 4, 2014 Dear Shareholder: We are pleased to inform you that, on October 26, 2014, Chiquita Brands International, Inc (“Chiquita”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of all the outstanding Chiquita shares by Cavendish Acquisition Corporation (“Offeror”), a direct, wholly own

October 28, 2014 8-K

Current Report

8-K 1 v3923658k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2014 (October 24, 2014) CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360

October 27, 2014 SC14D9C

CQB / Chiquita Brands International Inc SC14D9C - - SC14D9C

SC14D9C 1 v392221sc14d9c.htm SC14D9C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company) CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of

October 27, 2014 SC TO-C

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CHIQUITA BRANDS INTERNATIONAL, INC. (Name of Subject Company (Issuer)) CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION (Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person

October 27, 2014 EX-99.1

Cutrale-Safra and Chiquita Announce Definitive Merger Agreement Cutrale-Safra to Acquire Chiquita for $14.50 Per Share in Cash in a Transaction Valued at Approximately $1.3 Billion Merger to Enhance Chiquita's Position Worldwide Provides Chiquita wit

Exhibit 99.1 Cutrale-Safra and Chiquita Announce Definitive Merger Agreement Cutrale-Safra to Acquire Chiquita for $14.50 Per Share in Cash in a Transaction Valued at Approximately $1.3 Billion Merger to Enhance Chiquita's Position Worldwide Provides Chiquita with Extensive Experience in All Aspects of Fruit and Juice Value Chain NEW YORK and CHARLOTTE, N.C., Oct. 27, 2014 - Chiquita Brands Intern

October 27, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2014 (October 26, 2014) CHIQUITA BRANDS INTERNATIONAL, INC.

October 27, 2014 EX-99.2

The Cutrale Group The Safra Group

Exhibit 99.2 October 27, 2014 Dear Chiquita Employees, Following this morning’s announcement, the Cutrale and Safra Groups wanted to take this opportunity to share with you the enthusiasm both groups have for Chiquita and about this combination. Cutrale and Safra are pleased to have the opportunity to make this long-term investment and are particularly excited by the impressive brand loyalty and r

October 27, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER CAVENDISH GLOBAL LIMITED, CAVENDISH ACQUISITION CORPORATION, CHIQUITA BRANDS INTERNATIONAL, INC. and, solely for purposes for ARTICLE IX, BURLINGTOWN UK LTD ERICHTON INVESTMENTS LTD. Dated as of October 26, 2014 Table of

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among CAVENDISH GLOBAL LIMITED, CAVENDISH ACQUISITION CORPORATION, CHIQUITA BRANDS INTERNATIONAL, INC. and, solely for purposes for ARTICLE IX, BURLINGTOWN UK LTD and ERICHTON INVESTMENTS LTD. Dated as of October 26, 2014 Table of Contents Page ARTICLE I THE OFFER SECTION 1.1. The Offer 2 SECTION 1.2. Company Actions 4 SECTION 1.3. Directors

October 27, 2014 EX-99.1

Cutrale-Safra and Chiquita Announce Definitive Merger Agreement Cutrale-Safra to Acquire Chiquita for $14.50 Per Share in Cash in a Transaction Valued at Approximately $1.3 Billion Merger to Enhance Chiquita’s Position Worldwide Provides Chiquita wit

Exhibit 99.1 FOR IMMEDIATE RELEASE Cutrale-Safra and Chiquita Announce Definitive Merger Agreement Cutrale-Safra to Acquire Chiquita for $14.50 Per Share in Cash in a Transaction Valued at Approximately $1.3 Billion Merger to Enhance Chiquita’s Position Worldwide Provides Chiquita with Extensive Experience in All Aspects of Fruit and Juice Value Chain NEW YORK, NY and CHARLOTTE, N.C., — (October 2

October 24, 2014 EX-99.1

CHIQUITA ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS Chiquita and Fyffes Terminate Transaction Agreement Chiquita Expects to Enter Into Discussions with Cutrale/Safra Group Regarding Their $14.50 Per Share Offer

Exhibit 99.1 CHIQUITA ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS Chiquita and Fyffes Terminate Transaction Agreement Chiquita Expects to Enter Into Discussions with Cutrale/Safra Group Regarding Their $14.50 Per Share Offer CHARLOTTE, N.C., October 24, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) (“Chiquita”) today announced that based on the votes cast at the Company’s Special

October 24, 2014 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v3920648k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 24, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - 425

425 1 v392063425.htm 425 Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc. (Commission File No. 001-01550); Fyffes plc No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitat

October 24, 2014 EX-99.1

CHIQUITA SPECIAL MEETING OF SHAREHOLDERS TO PROCEED AT 9:00 AM ET TO CONSIDER CHIQUITA-FYFFES MERGER Chiquita Board Considered the Revised $14.50 Offer from Cutrale/Safra and Determined to Reaffirm its Recommendation of the Chiquita/Fyffes Merger

Exhibit 99.1 CHIQUITA SPECIAL MEETING OF SHAREHOLDERS TO PROCEED AT 9:00 AM ET TO CONSIDER CHIQUITA-FYFFES MERGER Chiquita Board Considered the Revised $14.50 Offer from Cutrale/Safra and Determined to Reaffirm its Recommendation of the Chiquita/Fyffes Merger CHARLOTTE, N.C., October 24, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) (“Chiquita”) today issued the following statement with re

October 24, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

425 1 v3920448k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 24, 2014 EX-99.1

CHIQUITA SPECIAL MEETING OF SHAREHOLDERS TO PROCEED AT 9:00 AM ET TO CONSIDER CHIQUITA-FYFFES MERGER Chiquita Board Considered the Revised $14.50 Offer from Cutrale/Safra and Determined to Reaffirm its Recommendation of the Chiquita/Fyffes Merger

Exhibit 99.1 CHIQUITA SPECIAL MEETING OF SHAREHOLDERS TO PROCEED AT 9:00 AM ET TO CONSIDER CHIQUITA-FYFFES MERGER Chiquita Board Considered the Revised $14.50 Offer from Cutrale/Safra and Determined to Reaffirm its Recommendation of the Chiquita/Fyffes Merger CHARLOTTE, N.C., October 24, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) (“Chiquita”) today issued the following statement with re

October 24, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3920448k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 23, 2014 EX-99.2

[Signature page to Offer Letter]

Exhibit 99.2 October 23, 2014 Chiquita Brands International, Inc. 550 South Caldwell Street Charlotte, North Carolina 28202 Attention: Board of Directors Dear Sirs and Mesdames: We refer to the Offer Letter that we submitted to you on October 15, 2014 (the "October 15 Offer Letter"), as supplemented by our letter dated October 20, 2014 (the "October 20 Offer Letter", and, together with the Offer 1

October 23, 2014 EX-99.1

ISS In New Alert Determines Cutrale-Safra Revised $14.50 Offer Potentially More Compelling Than Fyffes Transaction Advises Clients to Contact Their ISS Account Manager About Changing Votes

On October 23, 2014, Cutrale-Safra issued a press release, a copy of which is attached hereto as Exhibits 99.

October 23, 2014 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Supplement No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Supplement No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Def

October 23, 2014 DFAN14A

DATED OCTOBER 23, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Reg

DFAN14A 1 dfan14a.htm DATED OCTOBER 23, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted

October 23, 2014 EX-99.1

CUTRALE-SAFRA SUBMITS UPDATED DEFINITIVE OFFER TO CHIQUITA BOARD OF $14.50 PER SHARE IN CASH Offer represents significant premiums to both investment marketplace’s valuation of Chiquita-Fyffes transaction and to Chiquita’s current stock price

On October 23, 2014, Cutrale-Safra issued a press release, a copy of which is attached hereto as Exhibits 99.

October 23, 2014 EX-99.1

SPECIAL MEETING OF SHAREHOLDERS CHIQUITA BRANDS INTERNATIONAL, INC. TO BE HELD ON OCTOBER 24, 2014 SUPPLEMENT NO. 2 TO THE AMENDED AND RESTATED PROXY STATEMENT CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION BURLINGTOWN UK LTD ERICHTON INV

Exhibit 99.1 SPECIAL MEETING OF SHAREHOLDERS OF CHIQUITA BRANDS INTERNATIONAL, INC. TO BE HELD ON OCTOBER 24, 2014 SUPPLEMENT NO. 2 TO THE AMENDED AND RESTATED PROXY STATEMENT OF CAVENDISH GLOBAL LIMITED CAVENDISH ACQUISITION CORPORATION BURLINGTOWN UK LTD ERICHTON INVESTMENTS LTD. This Supplement No. 2 is a supplement to the definitive proxy statement (the “Proxy Statement”) of Cavendish Global L

October 23, 2014 EX-99.1

CHIQUITA CONFIRMS RECEIPT OF SECOND REVISED OFFER FROM CUTRALE / SAFRA

Exhibit 99.1 CHIQUITA CONFIRMS RECEIPT OF SECOND REVISED OFFER FROM CUTRALE / SAFRA CHARLOTTE, N.C., – October 23, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita"), today confirmed that it has received a revised offer from entities affiliated with the Cutrale Group and the Safra Group ("Cutrale / Safra") to acquire all of the outstanding common stock of Chiquita at a price of $14

October 23, 2014 EX-99.1

CHIQUITA CONFIRMS RECEIPT OF SECOND REVISED OFFER FROM CUTRALE / SAFRA

Exhibit 99.1 CHIQUITA CONFIRMS RECEIPT OF SECOND REVISED OFFER FROM CUTRALE / SAFRA CHARLOTTE, N.C., – October 23, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita"), today confirmed that it has received a revised offer from entities affiliated with the Cutrale Group and the Safra Group ("Cutrale / Safra") to acquire all of the outstanding common stock of Chiquita at a price of $14

October 23, 2014 DFAN14A

DATED OCTOBER 23, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Reg

DFAN14A 1 dfan14a.htm DATED OCTOBER 23, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted

October 23, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

425 1 v3919478k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 23, 2014 EX-99.2

[Signature page to Offer Letter]

Exhibit 99.2 October 23, 2014 Chiquita Brands International, Inc. 550 South Caldwell Street Charlotte, North Carolina 28202 Attention: Board of Directors Dear Sirs and Mesdames: We refer to the Offer Letter that we submitted to you on October 15, 2014 (the "October 15 Offer Letter"), as supplemented by our letter dated October 20, 2014 (the "October 20 Offer Letter", and, together with the Offer 1

October 23, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3919478k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 21, 2014 DFAN14A

DATED OCTOBER 21, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Reg

DATED OCTOBER 21, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 21, 2014 EX-99.1

Leading Proxy Firm Glass-Lewis Advises Chiquita Shareholders Vote AGAINST Revised Fyffes Transaction Also Recommends Voting AGAINST Adjournment of the Special Meeting of Chiquita Shareholders

Exhibit 99.1 FOR IMMEDIATE RELEASE Leading Proxy Firm Glass-Lewis Advises Chiquita Shareholders Vote AGAINST Revised Fyffes Transaction Also Recommends Voting AGAINST Adjournment of the Special Meeting of Chiquita Shareholders New York, NY (October 21, 2014) - Cutrale-Safra today stated it is pleased that Glass Lewis, a leading proxy advisory firm, has recommended its clients vote AGAINST the Fyff

October 21, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3917948k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 21, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

October 21, 2014 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

October 21, 2014 EX-99.1

CHIQUITA REITERATES VALUE OF THE CHIQUITA/FYFFES COMBINATION Sets the Record Straight Regarding Inaccurate and Misleading Statements Made by Cutrale / Safra

Exhibit 99.1 CHIQUITA REITERATES VALUE OF THE CHIQUITA/FYFFES COMBINATION Sets the Record Straight Regarding Inaccurate and Misleading Statements Made by Cutrale / Safra CHARLOTTE, N.C., – October 21, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita"), today reiterated the value of Chiquita’s combination with Fyffes plc (ESM: FFY ID: AIM: FFY LN) (“Fyffes”) (the "Combination") and

October 21, 2014 EX-99.1

CHIQUITA REITERATES VALUE OF THE CHIQUITA/FYFFES COMBINATION Sets the Record Straight Regarding Inaccurate and Misleading Statements Made by Cutrale / Safra

Exhibit 99.1 CHIQUITA REITERATES VALUE OF THE CHIQUITA/FYFFES COMBINATION Sets the Record Straight Regarding Inaccurate and Misleading Statements Made by Cutrale / Safra CHARLOTTE, N.C., – October 21, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita"), today reiterated the value of Chiquita’s combination with Fyffes plc (ESM: FFY ID: AIM: FFY LN) (“Fyffes”) (the "Combination") and

October 21, 2014 EX-99.1

Investment Marketplace Rejects ISS’ Valuation of Chiquita-Fyffes Transaction as Chiquita Stock Price Suffers Sharp Decline

Exhibit 99.1 Investment Marketplace Rejects ISS’ Valuation of Chiquita-Fyffes Transaction as Chiquita Stock Price Suffers Sharp Decline New York, NY (October 20, 2014) - Cutrale-Safra today stated that ISS’ recommendation regarding the proposed Fyffes transaction runs counter to the valuation that the investment marketplace has placed on the Fyffes transaction, as evidenced by the noticeable decli

October 21, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

425 1 v3917888k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 21, 2014 DFAN14A

DATED OCTOBER 21, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Reg

DFAN14A 1 dfan14a.htm DATED OCTOBER 21, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted

October 20, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3917008k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 20, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3916768k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 20, 2014 EX-99.1

YOUR SHARES CANNOT BE VOTED WITHOUT YOUR SPECIFIC INSTRUCTIONS!

Exhibit 99.1 Dear Stockholder: We are sending you proxy materials for the Special Meeting of Stockholders of Chiquita Brands International, Inc. to be held on October 24, 2014. YOUR SHARES CANNOT BE VOTED WITHOUT YOUR SPECIFIC INSTRUCTIONS! Please read the Cavendish Acquisition Corporation Proxy Statement and enclosed Proxy Card and forward your voting instructions as soon as possible using one of

October 20, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc.

October 20, 2014 EX-99.1

[Signature page to Offer Letter]

Exhibit 99.1 October 20, 2014 Chiquita Brands International, Inc. 550 South Caldwell Street Charlotte, North Carolina 28202 Attention: Board of Directors Re: Offer Letter Dear Sirs and Mesdames: We refer to the Offer Letter that we submitted to you on October 15, 2014 (the “October 15 Offer Letter”) containing our definitive offer (the “Offer”) to acquire all the outstanding shares of Chiquita Bra

October 20, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc.

October 20, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

October 20, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2014 (October 16, 2014) CHIQUITA BRANDS INTERNATIONAL, INC.

October 20, 2014 DFAN14A

DATED OCTOBER 20, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Reg

DATED OCTOBER 20, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 20, 2014 DFRN14A

DATED OCTOBER 20, 2014

DFRN14A 1 dfrn14a.htm DATED OCTOBER 20, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 5) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission O

October 20, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

425 1 v3917008k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 20, 2014 EX-99.1

LEADING PROXY ADVISORY FIRM ISS CHANGES RECOMMENDATION TO Chiquita Shareholders TO VOTE “For” PROPOSED Combination With Fyffes Combination with Fyffes Garners Industry Research Analyst Support

Exhibit 99.1 News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) LEADING PROXY ADVISORY FIRM ISS CHANGES RECOMMENDATION TO Chiquita Shareholders TO VOTE “For” PROPOSED Combination With Fyffes Combination with Fyffes Garners Industry Research Analyst Support CHARLOTTE, N.C., October 20, 2014 – Chiquita Bran

October 20, 2014 EX-99.1

[Signature page to Offer Letter]

Exhibit 99.1 October 20, 2014 Chiquita Brands International, Inc. 550 South Caldwell Street Charlotte, North Carolina 28202 Attention: Board of Directors Re: Offer Letter Dear Sirs and Mesdames: We refer to the Offer Letter that we submitted to you on October 15, 2014 (the “October 15 Offer Letter”) containing our definitive offer (the “Offer”) to acquire all the outstanding shares of Chiquita Bra

October 20, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc.

October 20, 2014 8-K

Other Events

8-K 1 v3916698k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2014 (October 16, 2014) CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360

October 20, 2014 EX-99.1

LEADING PROXY ADVISORY FIRM ISS CHANGES RECOMMENDATION TO Chiquita Shareholders TO VOTE “For” PROPOSED Combination With Fyffes Combination with Fyffes Garners Industry Research Analyst Support

Exhibit 99.1 News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) LEADING PROXY ADVISORY FIRM ISS CHANGES RECOMMENDATION TO Chiquita Shareholders TO VOTE “For” PROPOSED Combination With Fyffes Combination with Fyffes Garners Industry Research Analyst Support CHARLOTTE, N.C., October 20, 2014 – Chiquita Bran

October 17, 2014 DFAN14A

DATED OCTOBER 17, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Reg

DFAN14A 1 dfan14a.htm DATED OCTOBER 17, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted

October 17, 2014 EX-99.1

Chiquita Board Continues its Track Record of Value Destruction Chiquita Board Misleads Shareholders About Both the Cutrale-Safra Definitive Offer and the Fyffes Transaction Chiquita Shareholders Urged to Vote AGAINST the Inferior Fyffes Transaction a

Exhibit 99.1 FOR IMMEDIATE RELEASE Chiquita Board Continues its Track Record of Value Destruction Chiquita Board Misleads Shareholders About Both the Cutrale-Safra Definitive Offer and the Fyffes Transaction Chiquita Shareholders Urged to Vote AGAINST the Inferior Fyffes Transaction at Special Meeting on October 24 New York, NY (October 17, 2014)— Cutrale-Safra today stated that the Chiquita Board

October 16, 2014 DFRN14A

DATED OCTOBER 16, 2014

DFRN14A 1 dfrn14a.htm AMENDMENT NO. 4 DATED OCTOBER 16, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 4) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of

October 16, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 425

425 1 v391540425.htm FORM 425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc. Subject Company: Chiquita Brands International, Inc. Filer’s Commission File No.: 001-01550 Date: October 16, 2014 The following update was circulated to Chiquita emp

October 16, 2014 EX-99.1

CUTRALE-SAFRA PROPOSAL TO ACQUIRE CHIQUITA BRANDS INTERNATIONAL: SHAREHOLDER PRESENTATION OCTOBER 15, 2014

EX-99.1 2 ex99-1.htm ISS PRESENTATION Exhibit 99.1 CUTRALE-SAFRA PROPOSAL TO ACQUIRE CHIQUITA BRANDS INTERNATIONAL: SHAREHOLDER PRESENTATION OCTOBER 15, 2014 THE CUTRALE-SAFRA REVISED PROPOSAL IS DEFINITIVE AND CASH CERTAIN FOR CHIQUITA SHAREHOLDERS 1 Superior to the Fyffes Combination Based on Current Trading Values: The Cutrale-Safra offer represents at least a 10-15% premium to the Fyffes combi

October 16, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

425 1 v3915268k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 16, 2014 DFAN14A

DATED OCTOBER 16, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Reg

DFAN14A 1 dfan14a.htm DATED OCTOBER 16, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted

October 16, 2014 EX-99.1

chiquita BOARD OF DIRECTORS unanimously DETERMINES $14.00 PER SHARE OFFER FROM cutrale group and safra group IS INADEQUATE and NOT IN THE BEST INTERESTS OF CHIQUITA SHAREHOLDERS Chiquita Reaffirms Recommendation that Shareholders Vote to Combine with

Exhibit 99.1 chiquita BOARD OF DIRECTORS unanimously DETERMINES $14.00 PER SHARE OFFER FROM cutrale group and safra group IS INADEQUATE and NOT IN THE BEST INTERESTS OF CHIQUITA SHAREHOLDERS Chiquita Reaffirms Recommendation that Shareholders Vote to Combine with Fyffes CHARLOTTE, N.C., October 16, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) (“Chiquita”) today announced that its Board of

October 16, 2014 EX-99.1

CUTRALE-SAFRA PROPOSAL TO ACQUIRE CHIQUITA BRANDS INTERNATIONAL: SHAREHOLDER PRESENTATION OCTOBER 15, 2014

Exhibit 99.1 CUTRALE-SAFRA PROPOSAL TO ACQUIRE CHIQUITA BRANDS INTERNATIONAL: SHAREHOLDER PRESENTATION OCTOBER 15, 2014 THE CUTRALE-SAFRA REVISED PROPOSAL IS DEFINITIVE AND CASH CERTAIN FOR CHIQUITA SHAREHOLDERS 1 Superior to the Fyffes Combination Based on Current Trading Values: The Cutrale-Safra offer represents at least a 10-15% premium to the Fyffes combination. When the market believed Cutra

October 16, 2014 EX-99.1

chiquita BOARD OF DIRECTORS unanimously DETERMINES $14.00 PER SHARE OFFER FROM cutrale group and safra group IS INADEQUATE and NOT IN THE BEST INTERESTS OF CHIQUITA SHAREHOLDERS Chiquita Reaffirms Recommendation that Shareholders Vote to Combine with

Exhibit 99.1 chiquita BOARD OF DIRECTORS unanimously DETERMINES $14.00 PER SHARE OFFER FROM cutrale group and safra group IS INADEQUATE and NOT IN THE BEST INTERESTS OF CHIQUITA SHAREHOLDERS Chiquita Reaffirms Recommendation that Shareholders Vote to Combine with Fyffes CHARLOTTE, N.C., October 16, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) (“Chiquita”) today announced that its Board of

October 16, 2014 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

October 16, 2014 DFAN14A

DATED OCTOBER 16, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Reg

DFAN14A 1 dfan14a.htm DATED OCTOBER 16, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted

October 15, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

October 15, 2014 EX-99.1

Chiquita Confirms Receipt of a Revised Offer From Cutrale / Safra

Exhibit 99.1 News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) Chiquita Confirms Receipt of a Revised Offer From Cutrale / Safra CHARLOTTE, N.C., Oct. 15, 2014 - Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita"), today confirmed that it has received an offer from entities affiliated with the Cu

October 15, 2014 DFAN14A

DATED OCTOBER 15, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Reg

DATED OCTOBER 15, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 15, 2014 EX-99

AGREEMENT AND PLAN OF MERGER CAVENDISH GLOBAL LIMITED, CAVENDISH ACQUISITION CORPORATION, CHIQUITA BRANDS INTERNATIONAL, INC. and, solely for purposes for ARTICLE IX, BURLINGTOWN UK LTD ERICHTON INVESTMENTS LTD. Dated as of October ____, 2014 Table o

Exhibit 99.2 AGREEMENT AND PLAN OF MERGER among CAVENDISH GLOBAL LIMITED, CAVENDISH ACQUISITION CORPORATION, CHIQUITA BRANDS INTERNATIONAL, INC. and, solely for purposes for ARTICLE IX, BURLINGTOWN UK LTD and ERICHTON INVESTMENTS LTD. Dated as of October , 2014 Table of Contents Page ARTICLE I THE OFFER SECTION 1.1. The Offer 2 SECTION 1.2. Company Actions 4 SECTION 1.3. Directors 5 SECTION 1.4. T

October 15, 2014 EX-99.2

[Signature page to Offer Letter]

Exhibit 99.2 October 15, 2014 Chiquita Brands International, Inc. 550 South Caldwell Street Charlotte, North Carolina 28202 Attention: Board of Directors Re: Offer Letter Dear Sirs and Mesdames: We are pleased to submit our offer (“Offer”) to acquire all the outstanding shares of Chiquita Brands International, Inc. (“Chiquita”) for cash consideration of $14.00 per Chiquita share, upon the terms an

October 15, 2014 EX-99.3

AGREEMENT AND PLAN OF MERGER CAVENDISH GLOBAL LIMITED, CAVENDISH ACQUISITION CORPORATION, CHIQUITA BRANDS INTERNATIONAL, INC. and, solely for purposes for ARTICLE IX, BURLINGTOWN UK LTD ERICHTON INVESTMENTS LTD. Dated as of October ____, 2014 Table o

EX-99.3 4 v391395ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 AGREEMENT AND PLAN OF MERGER among CAVENDISH GLOBAL LIMITED, CAVENDISH ACQUISITION CORPORATION, CHIQUITA BRANDS INTERNATIONAL, INC. and, solely for purposes for ARTICLE IX, BURLINGTOWN UK LTD and ERICHTON INVESTMENTS LTD. Dated as of October , 2014 Table of Contents Page ARTICLE I THE OFFER SECTION 1.1. The Offer 2 SECTION 1.2. Company Actions

October 15, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - 425

425 1 v391400425.htm 425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc. Subject Company: Chiquita Brands International, Inc. Filer’s Commission File No.: 001-01550 Date: October 15, 2014 The following update was circulated to Chiquita employee

October 15, 2014 8-K

Other Events

8-K 1 v3913898k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 15, 2014 EX-99.1

Chiquita Confirms Receipt of a Revised Offer From Cutrale / Safra

Exhibit 99.1 News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) Chiquita Confirms Receipt of a Revised Offer From Cutrale / Safra CHARLOTTE, N.C., Oct. 15, 2014 - Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita"), today confirmed that it has received an offer from entities affiliated with the Cu

October 15, 2014 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

October 15, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

425 1 v3913898k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 15, 2014 EX-99.3

AGREEMENT AND PLAN OF MERGER CAVENDISH GLOBAL LIMITED, CAVENDISH ACQUISITION CORPORATION, CHIQUITA BRANDS INTERNATIONAL, INC. and, solely for purposes for ARTICLE IX, BURLINGTOWN UK LTD ERICHTON INVESTMENTS LTD. Dated as of October ____, 2014 Table o

EX-99.3 4 v391395ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 AGREEMENT AND PLAN OF MERGER among CAVENDISH GLOBAL LIMITED, CAVENDISH ACQUISITION CORPORATION, CHIQUITA BRANDS INTERNATIONAL, INC. and, solely for purposes for ARTICLE IX, BURLINGTOWN UK LTD and ERICHTON INVESTMENTS LTD. Dated as of October , 2014 Table of Contents Page ARTICLE I THE OFFER SECTION 1.1. The Offer 2 SECTION 1.2. Company Actions

October 15, 2014 EX-99.2

[Signature page to Offer Letter]

EX-99.2 3 v391395ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 October 15, 2014 Chiquita Brands International, Inc. 550 South Caldwell Street Charlotte, North Carolina 28202 Attention: Board of Directors Re: Offer Letter Dear Sirs and Mesdames: We are pleased to submit our offer (“Offer”) to acquire all the outstanding shares of Chiquita Brands International, Inc. (“Chiquita”) for cash consideration of $14

October 15, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - FORM 425

Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc.

October 15, 2014 EX-99.1

Cutrale-Safra Submit Definitive Offer to Acquire Chiquita for $14 per Share in Cash $14 Price Per Share Provides Chiquita Shareholders With A Premium Of Approximately 40% To Chiquita’s August 8 Unaffected Closing Price and an Approximately 19% Premiu

Exhibit 99.1 FOR IMMEDIATE RELEASE Cutrale-Safra Submit Definitive Offer to Acquire Chiquita for $14 per Share in Cash $14 Price Per Share Provides Chiquita Shareholders With A Premium Of Approximately 40% To Chiquita’s August 8 Unaffected Closing Price and an Approximately 19% Premium to Adjusted Stock Price Based on Revised Fyffes’ Transaction; Represents an All-time Record Multiple of Approxima

October 14, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc.

October 14, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3912918k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 14, 2014 EX-99.1

CHIQUITA FILES INVESTOR PRESENTATION Highlights Benefits of Revised Transaction Agreement with Fyffes Announces Strong Preliminary Third Quarter 2014 Results – Company on Track to Meet 2014 Profit Forecast

Exhibit 99.1 CHIQUITA FILES INVESTOR PRESENTATION Highlights Benefits of Revised Transaction Agreement with Fyffes Announces Strong Preliminary Third Quarter 2014 Results – Company on Track to Meet 2014 Profit Forecast CHARLOTTE, N.C. – October 14, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita") today filed a presentation with the U.S. Securities and Exchange Commission ("SEC")

October 14, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

425 1 v3912918k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Jur

October 14, 2014 EX-99.1

CHIQUITA FILES INVESTOR PRESENTATION Highlights Benefits of Revised Transaction Agreement with Fyffes Announces Strong Preliminary Third Quarter 2014 Results – Company on Track to Meet 2014 Profit Forecast

EX-99.1 2 v391291ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CHIQUITA FILES INVESTOR PRESENTATION Highlights Benefits of Revised Transaction Agreement with Fyffes Announces Strong Preliminary Third Quarter 2014 Results – Company on Track to Meet 2014 Profit Forecast CHARLOTTE, N.C. – October 14, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita") today filed a presentation with the U.S. Se

October 10, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 425

425 1 v391140form425.htm FORM 425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc. Subject Company: Chiquita Brands International, Inc. Filer’s Commission File No.: 001-01550 Date: October 10, 2014 The following news release was issued by Chiqui

October 10, 2014 DEFA14A

CQB / Chiquita Brands International Inc DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

October 10, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc.

October 10, 2014 EX-99.1

CHIQUITA BRANDS INTERNATIONAL, INC. UPDATED CHIQUITA PROFIT FORECAST

Exhibit 99.1 CHIQUITA BRANDS INTERNATIONAL, INC. UPDATED CHIQUITA PROFIT FORECAST October 10, 2014 Dear Fyffes Shareholder, On March 10, 2014, Chiquita Brands International, Inc. (“Chiquita”) and Fyffes plc (“Fyffes”) announced that they had entered into a definitive agreement pursuant to which Fyffes will combine with Chiquita (the “combination”) through the formation of a new holding company inc

October 10, 2014 EX-99.2

Proposed combination will create the leading global produce company across key categories Revised transaction agreement increases Chiquita shareholders’ ownership of combined company from 50.7% to 59.6% Chiquita Board reaffirms recommendation that it

EX-99.2 3 v391150ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION October 10, 2014 CHIQUITA AND FYFFES, FOLLOWING ORDER OF IRISH HIGH COURT, COMMENCE MAILING SUPPLEMENTAL PROXY STATEMENT/PROSPECTUS FOR REVISED

October 10, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

October 10, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - FORM 425

Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc.

October 9, 2014 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2014 (October 3, 2014) CHIQUITA BRANDS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) New Jersey (State or Other Jurisdiction of Incorporation)

October 3, 2014 EX-99.1

CHIQUITA AND FYFFES RECEIVE CLEARANCE FROM THE EUROPEAN COMMISSION FOR PROPOSED COMBINATION Clearance Completes Required Regulatory Approvals and Confirms Transaction’s Expedited Timetable Commitments Not Expected to Have Material Impact on Transacti

Exhibit 99.1 CHIQUITA AND FYFFES RECEIVE CLEARANCE FROM THE EUROPEAN COMMISSION FOR PROPOSED COMBINATION Clearance Completes Required Regulatory Approvals and Confirms Transaction’s Expedited Timetable Commitments Not Expected to Have Material Impact on Transaction’s Commercial Value No Pre-Closing Activity Required CHARLOTTE, NC and DUBLIN, Ireland – October 3, 2014 – Chiquita Brands Internationa

October 3, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

425 1 v3907308k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Juri

October 3, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3907308k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Juri

October 3, 2014 EX-99.1

CHIQUITA AND FYFFES RECEIVE CLEARANCE FROM THE EUROPEAN COMMISSION FOR PROPOSED COMBINATION Clearance Completes Required Regulatory Approvals and Confirms Transaction’s Expedited Timetable Commitments Not Expected to Have Material Impact on Transacti

Exhibit 99.1 CHIQUITA AND FYFFES RECEIVE CLEARANCE FROM THE EUROPEAN COMMISSION FOR PROPOSED COMBINATION Clearance Completes Required Regulatory Approvals and Confirms Transaction’s Expedited Timetable Commitments Not Expected to Have Material Impact on Transaction’s Commercial Value No Pre-Closing Activity Required CHARLOTTE, NC and DUBLIN, Ireland – October 3, 2014 – Chiquita Brands Internationa

October 3, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - 425

Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc.

October 2, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - 425

425 1 v390630425.htm 425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc. Subject Company: Chiquita Brands International, Inc. Filer’s Commission File No.: 001-01550 Date: October 2, 2014 The following news release was issued by Chiquita on Octo

September 30, 2014 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Supplement No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registr

DFAN14A 1 dfan14a.htm SUPPLEMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Supplement No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (

September 26, 2014 EX-2.2

Dated September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. FYFFES PLC SUPPLEMENTAL EXPENSES REIMBURSEMENT AGREEMENT

Exhibit 2.2 Execution Version Dated September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. and FYFFES PLC SUPPLEMENTAL EXPENSES REIMBURSEMENT AGREEMENT THIS SUPPLEMENTAL AGREEMENT is made on September 25, 2014 BETWEEN: CHIQUITA BRANDS INTERNATIONAL, INC. a company incorporated in New Jersey (hereinafter called “Chiquita”) - and - FYFFES PLC a company incorporated in Ireland with registered number

September 26, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - FORM 425

Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc.

September 26, 2014 EX-99.1

CHIQUITA AND FYFFES ANNOUNCE REVISED TRANSACTION AGREEMENT Chiquita Shareholders’ Ownership of Combined Company Increases from 50.7% to 59.6% Intend to Adjourn Shareholder Meetings to Later Part of October Chiquita Board Reaffirms Recommendation that

Exhibit 99.1 CHIQUITA AND FYFFES ANNOUNCE REVISED TRANSACTION AGREEMENT Chiquita Shareholders’ Ownership of Combined Company Increases from 50.7% to 59.6% Intend to Adjourn Shareholder Meetings to Later Part of October Chiquita Board Reaffirms Recommendation that its Shareholders Vote for Fyffes Transaction Transaction Offers High Completion Certainty and Expedited Timetable CHARLOTTE, NC and DUBL

September 26, 2014 DFAN14A

DATED SEPTEMBER 26, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the R

DFAN14A 1 dfan14a.htm DATED SEPTEMBER 26, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitte

September 26, 2014 EX-99.1

CHIQUITA AND FYFFES ANNOUNCE REVISED TRANSACTION AGREEMENT Chiquita Shareholders’ Ownership of Combined Company Increases from 50.7% to 59.6% Intend to Adjourn Shareholder Meetings to Later Part of October Chiquita Board Reaffirms Recommendation that

Exhibit 99.1 CHIQUITA AND FYFFES ANNOUNCE REVISED TRANSACTION AGREEMENT Chiquita Shareholders’ Ownership of Combined Company Increases from 50.7% to 59.6% Intend to Adjourn Shareholder Meetings to Later Part of October Chiquita Board Reaffirms Recommendation that its Shareholders Vote for Fyffes Transaction Transaction Offers High Completion Certainty and Expedited Timetable CHARLOTTE, NC and DUBL

September 26, 2014 EX-2.1

Dated September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC., CHIQUITAFYFFES LIMITED, CBII HOLDING CORPORATION, CHICAGO MERGER SUB, INC., FYFFES PLC AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT

Exhibit 2.1 Execution Version Dated September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC., CHIQUITAFYFFES LIMITED, CBII HOLDING CORPORATION, CHICAGO MERGER SUB, INC., and FYFFES PLC AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT THIS AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT is made on September 25, 2014 (this “Amendment”) BETWEEN: CHIQUITA BRANDS INTERNATIONAL, INC., a company incorporated in N

September 26, 2014 8-K

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

8-K 1 v3901078k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other J

September 26, 2014 EX-99.1

CUTRALE-SAFRA COMMENTS ON CHIQUITA FYFFES ANNOUNCEMENT

EX-99.1 2 ex99-1.htm PRESS RELEASE On September 26, 2014, Cutrale-Safra issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 FOR IMMEDIATE RELEASE CUTRALE-SAFRA COMMENTS ON CHIQUITA FYFFES ANNOUNCEMENT NEW YORK, September 26, 2014 – Cutrale-Safra commented today on the joint statement issued earlier by Chiquita

September 26, 2014 EX-2.2

Dated September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. FYFFES PLC SUPPLEMENTAL EXPENSES REIMBURSEMENT AGREEMENT

Exhibit 2.2 Execution Version Dated September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. and FYFFES PLC SUPPLEMENTAL EXPENSES REIMBURSEMENT AGREEMENT THIS SUPPLEMENTAL AGREEMENT is made on September 25, 2014 BETWEEN: CHIQUITA BRANDS INTERNATIONAL, INC. a company incorporated in New Jersey (hereinafter called “Chiquita”) - and - FYFFES PLC a company incorporated in Ireland with registered number

September 26, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

September 26, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - 425

425 1 v390093425.htm 425 Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc. (Commission File No. 001-01550); Fyffes plc No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitat

September 26, 2014 EX-2.1

Dated September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC., CHIQUITAFYFFES LIMITED, CBII HOLDING CORPORATION, CHICAGO MERGER SUB, INC., FYFFES PLC AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT

Exhibit 2.1 Execution Version Dated September 25, 2014 CHIQUITA BRANDS INTERNATIONAL, INC., CHIQUITAFYFFES LIMITED, CBII HOLDING CORPORATION, CHICAGO MERGER SUB, INC., and FYFFES PLC AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT THIS AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT is made on September 25, 2014 (this “Amendment”) BETWEEN: CHIQUITA BRANDS INTERNATIONAL, INC., a company incorporated in N

September 26, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc.

September 25, 2014 DFRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 3) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFRN14A 1 dfrn14a.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 3) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as

September 23, 2014 EX-99.1

CUTRALE-SAFRA PROPOSAL TO ACQUIRE CHIQUITA BRANDS INTERNATIONAL: SHAREHOLDER PRESENTATION SEPTEMBER 2014

On September 23, 2014, Cutrale-Safra first used the presentation that is attached hereto as Exhibit 99.

September 23, 2014 DFAN14A

DATED SEPTEMBER 23, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the R

DATED SEPTEMBER 23, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 22, 2014 DFRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

DFRN14A 1 dfrn14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

September 18, 2014 DFAN14A

DATED SEPTEMBER 18, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the R

DFAN14A 1 dfan14a.htm DATED SEPTEMBER 18, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitte

September 18, 2014 EX-99.1

CUTRALE-SAFRA RESPONDS TO FYFFES INVESTOR PRESENTATION Fyffes' "Illustrative Value" Nothing More than Attempt to Persuade Chiquita Shareholders to Believe in Mythical Pot of Gold at the End of the Rainbow

EX-99.1 2 ex99-1.htm PRESS RELEASE On September 18, 2014, Cutrale-Safra issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 FOR IMMEDIATE RELEASE CUTRALE-SAFRA RESPONDS TO FYFFES INVESTOR PRESENTATION Fyffes' "Illustrative Value" Nothing More than Attempt to Persuade Chiquita Shareholders to Believe in Mythica

September 17, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - FORM 425

425 1 v389365425.htm FORM 425 Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc. (Commission File No. 001-01550); Fyffes plc No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the soli

September 17, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - 425

Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc.

September 16, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - 425

Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc.

September 16, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3892118k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other J

September 16, 2014 EX-99.1

Chiquita and Fyffes Working to Obtain Phase I Clearance From the European Commission by October 3, 2014

News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) Chiquita and Fyffes Working to Obtain Phase I Clearance From the European Commission by October 3, 2014 CHARLOTTE, N.C., Sept. 16, 2014 – Chiquita (NYSE:CQB) and Fyffes confirm that they are in discussions with the European Commission regarding possible l

September 16, 2014 EX-99.1

Chiquita and Fyffes Working to Obtain Phase I Clearance From the European Commission by October 3, 2014

News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) Chiquita and Fyffes Working to Obtain Phase I Clearance From the European Commission by October 3, 2014 CHARLOTTE, N.C., Sept. 16, 2014 – Chiquita (NYSE:CQB) and Fyffes confirm that they are in discussions with the European Commission regarding possible l

September 16, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

September 12, 2014 DEFA14A

CQB / Chiquita Brands International Inc DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

September 10, 2014 EX-99.1

CHIQUITA SIGNS CONFIDENTIALITY AGREEMENT WITH CUTRALE / SAFRA

EX-99.1 2 v388772ex99-1.htm PRESS RELEASE Exhibit 99.1 News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) CHIQUITA SIGNS CONFIDENTIALITY AGREEMENT WITH CUTRALE / SAFRA CHARLOTTE, N.C., September 10, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita") today announced that it has signed a con

September 10, 2014 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

September 10, 2014 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2014 CHIQUITA BRANDS

425 1 v3887728k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other J

September 10, 2014 EX-99.1

Cutrale-Safra Statement Regarding Chiquita

On September 10, 2014, Cutrale-Safra issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 FOR IMMEDIATE RELEASE Cutrale-Safra Statement Regarding Chiquita New York, NY (September 10, 2014) – Cutrale –Safra today confirmed that it has entered into a confidentiality agreement with Chiquita Brands International, I

September 10, 2014 DFAN14A

DATED SEPTEMBER 10, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the R

DFAN14A 1 dfan14a.htm DATED SEPTEMBER 10, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitte

September 10, 2014 EX-99.1

CHIQUITA SIGNS CONFIDENTIALITY AGREEMENT WITH CUTRALE / SAFRA

Exhibit 99.1 News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) CHIQUITA SIGNS CONFIDENTIALITY AGREEMENT WITH CUTRALE / SAFRA CHARLOTTE, N.C., September 10, 2014 – Chiquita Brands International, Inc. (NYSE:CQB) ("Chiquita") today announced that it has signed a confidentiality agreement with the Cutrale Gr

September 8, 2014 EX-99.1

CUTRALE-SAFRA TERMS CHIQUITA ANNOUNCEMENT A BLATANT ATTEMPT TO FRUSTRATE THE CHIQUITA SHAREHOLDERS AND TO TRY TO PRESERVE NOW-DISCREDITED FYFFES TRANSACTION

On September 8, 2014, Cutrale-Safra issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 FOR IMMEDIATE RELEASE CUTRALE-SAFRA TERMS CHIQUITA ANNOUNCEMENT A BLATANT ATTEMPT TO FRUSTRATE THE CHIQUITA SHAREHOLDERS AND TO TRY TO PRESERVE NOW-DISCREDITED FYFFES TRANSACTION September 8, 2014, New York, NY – Cutrale-Sa

September 8, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 8-K

425 1 v3886258k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Ju

September 8, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc.

September 8, 2014 EX-99.1

GLASS LEWIS AND EGAN-JONES ALSO RECOMMEND ADJOURNMENT OF SPECIAL MEETING OF CHIQUITA SHAREHOLDERS ON SEPTEMBER 17th Question Valuation Process of Chiquita Board With Respect To Fyffes Transaction

On September 5, 2014, Cutrale-Safra issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 GLASS LEWIS AND EGAN-JONES ALSO RECOMMEND ADJOURNMENT OF SPECIAL MEETING OF CHIQUITA SHAREHOLDERS ON SEPTEMBER 17th Question Valuation Process of Chiquita Board With Respect To Fyffes Transaction NEW YORK, NEW YORK – Septem

September 8, 2014 EX-99.2

CHIQUITA BRANDS INTERNATIONAL, INC.

Exhibit 99.2 CHIQUITA BRANDS INTERNATIONAL, INC. September 7, 2014 Fyffes plc 29 North Anne Street Dublin 7, Ireland Attention: David McCann Chairman Dear David: Reference is made to the notice dated August 11, 2014 provided by Chiquita Brands International, Inc. (“Chiquita”) to Fyffes plc (“Fyffes”) regarding the receipt of a Chiquita Alternative Proposal from the Cutrale Group and the Safra Grou

September 8, 2014 DFAN14A

DATED SEPTEMBER 8, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Re

DFAN14A 1 dfan14a.htm DATED SEPTEMBER 8, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted

September 8, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3886258k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Ju

September 8, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a8-kxceoagrcicagrandexspp.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-550 04-1923360 (State o

September 8, 2014 DFAN14A

DATED SEPTEMBER 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Re

DFAN14A 1 dfan14a.htm DATED SEPTEMBER 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted

September 8, 2014 EX-99.1

CHIQUITA PROVIDES UPDATE TO SHAREHOLDERS Postpones Special Meeting of Chiquita Shareholders Chiquita to Provide Opportunity for Cutrale / Safra to Submit Best and Final Offer Company Extends and Amends Employment Arrangements to Ensure Continued Succ

EX-99.1 2 v388625ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) CHIQUITA PROVIDES UPDATE TO SHAREHOLDERS Postpones Special Meeting of Chiquita Shareholders Chiquita to Provide Opportunity for Cutrale / Safra to Submit Best and Final Offer Company Extends and Amends

September 8, 2014 EX-99.2

CHIQUITA BRANDS INTERNATIONAL, INC.

Exhibit 99.2 CHIQUITA BRANDS INTERNATIONAL, INC. September 7, 2014 Fyffes plc 29 North Anne Street Dublin 7, Ireland Attention: David McCann Chairman Dear David: Reference is made to the notice dated August 11, 2014 provided by Chiquita Brands International, Inc. (“Chiquita”) to Fyffes plc (“Fyffes”) regarding the receipt of a Chiquita Alternative Proposal from the Cutrale Group and the Safra Grou

September 8, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - FORM 425

Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc.

September 8, 2014 425

FYFFES CONFIRMS INTENTION TO ADJOURN SHAREHOLDER MEETINGS TO 3 OCTOBER 2014 Fyffes and Chiquita continue to recommend the Combination

425 1 v388633425.htm FORM 425 Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc. (Commission File No. 001-01550); Fyffes plc No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the sol

September 8, 2014 EX-99.1

CHIQUITA PROVIDES UPDATE TO SHAREHOLDERS Postpones Special Meeting of Chiquita Shareholders Chiquita to Provide Opportunity for Cutrale / Safra to Submit Best and Final Offer Company Extends and Amends Employment Arrangements to Ensure Continued Succ

Exhibit 99.1 News Release Contacts: Steve Himes, 980-636-5636, [email protected], (Investors & Analysts) Ed Loyd, 980-636-5145, [email protected], (Media) CHIQUITA PROVIDES UPDATE TO SHAREHOLDERS Postpones Special Meeting of Chiquita Shareholders Chiquita to Provide Opportunity for Cutrale / Safra to Submit Best and Final Offer Company Extends and Amends Employment Arrangements to Ensure Contin

September 5, 2014 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2014 CHIQUITA BRANDS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2014 CHIQUITA BRANDS INTERNATIONAL, INC.

September 5, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - 425

Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc.

September 5, 2014 EX-99.1

THE HIGH COURT IN THE MATTER OF FYFFES PLC AND IN THE MATTER OF THE COMPANIES ACTS 1963 TO 2013 SUPPLEMENTAL NOTICE IN RESPECT OF THE SCHEME OF ARRANGEMENT (UNDER SECTION 201 OF THE COMPANIES ACT 1963) FYFFES PUBLIC LIMITED COMPANY THE HOLDERS OF THE

Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended immediately to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser who, if you are resident or taking advice in Ireland, is duly aut

September 5, 2014 DFAN14A

DATED SEPTEMBER 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Re

DATED SEPTEMBER 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 5, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 v3884568k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Ju

September 5, 2014 EX-99.1

THE HIGH COURT IN THE MATTER OF FYFFES PLC AND IN THE MATTER OF THE COMPANIES ACTS 1963 TO 2013 SUPPLEMENTAL NOTICE IN RESPECT OF THE SCHEME OF ARRANGEMENT (UNDER SECTION 201 OF THE COMPANIES ACT 1963) FYFFES PUBLIC LIMITED COMPANY THE HOLDERS OF THE

Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended immediately to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser who, if you are resident or taking advice in Ireland, is duly aut

September 5, 2014 EX-99.1

Leading Proxy Advisory Firm ISS Recommends Shareholders Vote AGAINST Fyffes Transaction and FOR Adjournment of the September 17 Chiquita Special Shareholders Meeting

On September 5, 2014, Cutrale-Safra issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 FOR IMMEDIATE RELEASE Leading Proxy Advisory Firm ISS Recommends Shareholders Vote AGAINST Fyffes Transaction and FOR Adjournment of the September 17 Chiquita Special Shareholders Meeting New York, NY (September 5, 2014) -

September 3, 2014 DFAN14A

DATED SEPTEMBER 3, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Re

DFAN14A 1 dfan14a.htm DATED SEPTEMBER 3, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted

September 3, 2014 EX-99.1

Chiquita-Fyffes Communications Highlight Fear that Chiquita Shareholders Will Support Cutrale-Safra

On September 3, 2014, Cutrale-Safra issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 FOR IMMEDIATE RELEASE Chiquita-Fyffes Communications Highlight Fear that Chiquita Shareholders Will Support Cutrale-Safra NEW YORK, September 3, 2014—Cutrale-Safra today stated that they believe yesterday’s communications b

September 2, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - FORM 425

Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc.

September 2, 2014 425

FYFFF / Fyffes Plc. 425 - Merger Prospectus - FORM 425

Filed by Fyffes plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Chiquita Brands International, Inc.

September 2, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - FORM 425

425 1 v388191425.htm FORM 425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc. Subject Company: Chiquita Brands International, Inc. Filer’s Commission File No.: 001-01550 Date: September 2, 2014 The following presentation was issued by Chiquita

September 2, 2014 DFRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFRN14A 1 dfrn14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ

September 2, 2014 CORRESP

CQB / Chiquita Brands International Inc CORRESP - -

CORRESP 1 filename1.htm [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] September 2, 2014 VIA EDGAR SUBMISSION AND COURIER Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Mr. David L. Orlic Special Counsel Office of Mergers and Acquisitions Re: Chiquita Brands International, Inc. Form 425 Filed August 27, 20

September 2, 2014 425

CQB / Chiquita Brands International Inc 425 - Merger Prospectus - 425

425 1 v388186425.htm 425 Filed Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended Filer: Chiquita Brands International, Inc. Subject Company: Chiquita Brands International, Inc. Filer’s Commission File No.: 001-01550 Date: September 2, 2014 The following news release was issued by Chiquita on Se

August 28, 2014 DFAN14A

DATED AUGUST 28, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Regi

DFAN14A 1 dfan14a.htm DATED AUGUST 28, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted b

August 28, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v3878798k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2014 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) New Jersey 1-1550 04-1923360 (State or Other Juri

August 28, 2014 EX-99.1

Cavendish Acquisition Corporation Cavendish Global Limited

EX-99.1 2 ex99-1.htm LETTER TO SHAREHOLDERS Cutrale-Safra sent the following letter to Chiquita shareholders commencing August 28, 2014: Exhibit 99.1 Cavendish Acquisition Corporation Cavendish Global Limited August 28, 2014 Dear Chiquita Shareholder, Affiliates of the Cutrale Group and the Safra Group (“Cutrale-Safra”) have made a proposal to acquire at $13 cash per share all the outstanding shar

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