Chiquita Brands (CQB) Prelim. Q3 Sales Top Views

Chiquita Brands International, Inc. (NYSE: CQB) ("Chiquita") today filed a presentation with the U.S. Securities and Exchange Commission ("SEC") that outlines the benefits to Chiquita shareholders of the revised transaction agreement with Fyffes plc (ESM: FFY ID: AIM: FFY LN) ("Fyffes") ("the Combination"), and provides preliminary third quarter, 2014, earnings results.

Highlights of the presentation include:

Reiteration of how the revised Fyffes transaction is significantly more favorable to Chiquita shareholders due to the:

Improved exchange ratio and its impact on the value of the Combination for Chiquita shareholders:

Incremental equity value of approximately $150 million based on the revised ownership level of 59.6%;i
Incremental equity per Chiquita share of approximately $1.75 per share based on the resulting pro forma share count;ii and
Incremental present value of approximately $2.50 per share based on the resulting pro forma share count.ii, iii

Increased value of the Fyffes transaction since announcement of the original transaction:

• Identified an additional $20 million of synergies for a total of at least $60 million in annualized pre-tax cost synergies by the end of 2016 resulting in a benefit of approximately $1.80 per share; and
• Outperformance of Fyffes' business adding approximately $10 millioniv (€7.5 million) to combined EBITDA resulting in a benefit of approximately $0.90 per share.
• Implied pro forma share pricev of ChiquitaFyffes of $15.59, based upon the new exchange ratio and incremental EBITDA expectations implying a significant increase in value relative to the original transaction with Fyffes, compared to the average trading price of Chiquita of $11.24 between the announcement of the Fyffes transaction and the receipt of the unsolicited proposal from Cutrale / Safra.
• New present value of future share price range of $15.46 to $20.01 based on a range of EBITDA growth during 2015 of 5% to 15% and an LTM EBITDA multiple range of 7.0x to 8.0x.
• Reception of all regulatory approvals and the transaction remaining on track to close expeditiously.
• Extensive due diligence process demonstrates the open access Chiquita has provided Cutrale / Safra.

Strong Preliminary Third Quarter 2014 Earnings

Chiquita today also reported preliminary unaudited selected results for the third quarter 2014 in conjunction with the filing of the investor presentation. Because the third quarter has only recently ended, the information that follows is preliminary and based upon information available to the company as of the date of this press release. The company does not intend to update this information prior to its regularly scheduled third quarter 2014 earnings announcement and subsequent filings with the Securities and Exchange Commission.

Third quarter 2014 net sales were approximately $739 million and the company expects third quarter operating income on a U.S. GAAP basis to be in the range of $0 - $2 million compared to U.S. GAAP operating income of $1 million in the third quarter of 2013. The company expects Comparable operating income in the range of $10 - $12 million and Adjusted EBITDA in the range of $25 - $27 million. This compares to third quarter 2013 net sales of $723 million, Comparable operating income of $2 million and Adjusted EBITDA of $18 million.

(Street sees Q3 revenue of $731 million)

A reconciliation of operating income, a U.S. GAAP measure, to calculate (i) comparable operating income and (ii) Adjusted EBITDA amounts is included in a Non-GAAP Financial Measures table below.

i Represents an increase in value for Chiquita shareholders based on the closing price of March 7, 2014 and the revised terms of the new deal calculated by reference to the undisturbed share price for Fyffes of $1.23 as of March 7, 2014, with EUR converted to USD at an exchange rate of $1.3875 to €1.000 as of March 7, 2014, and the undisturbed share price for Chiquita of $10.84 as of March 7, 2014 and excludes impact of higher synergies and revised, higher EBITDA guidance for Fyffes. See page 9 of the presentation.

ii Implied benefit per share assumes pro forma ChiquitaFyffes diluted shares outstanding.

iii The illustrative analysis of the implied present value of the future share price of Chiquita is designed to provide an illustrative indication of the potential present value of a future value of the equity based on the revised terms of the new deal and as a function of Chiquita or ChiquitaFyffes estimated future EBITDA, including synergies, and assumed EBITDA trading multiples of 7.0x – 8.0x LTM EBITDA, reflecting historical trading levels for selected fresh produce companies. The illustrative analysis assumes growth from a base of estimated combined pro forma EBITDA of $202 million stated as Chiquita's projected adjusted EBITDA for the fiscal year ending December 31, 2014 of $140 million, being the mid-point of Chiquita's estimated range of $130 to $150 million, with Fyffes estimated 2014 EBITDA stated as $62 million, being the mid-point of Fyffes projected adjusted EBITA for the fiscal year ending December 31, 2014 as set forth in Fyffes announcement dated August 27, 2014 plus, for comparability purposes, LTM depreciation of €7.1 million (converted to US$ at an exchange rate of $1.3242 to €1.0000), and assumes run-rate synergies of $60 million per the revised merger benefits statement. See page 11 of the presentation.

iv EUR converted to USD at an exchange rate of $1.3242 to €1.000.

v Implied share price based on Chiquita volume weighted average share price from March 10, 2014 announcement of proposed combination with Fyffes to Cutrale / Safra bid on August 8, 2014 of $11.24, takes account of higher synergies and revised higher EBITA guidance for Fyffes, capitalized at 7.5x LTM EBITDA (that multiple representing mid-point of 7.0x – 8.0x LTM EBITDA based on historical trading levels for selected fresh produce companies) and assumes management projected fiscal year end 2015 net debt and pro forma ChiquitaFyffes diluted shares. See page 10 of the presentation.

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