S-4 1 v375331_s4.htm FORM S-4

As filed with the U.S. Securities and Exchange Commission on April 29, 2014

Registration No. 333-[•]

 

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



 

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



 

CHIQUITAFYFFES LIMITED

(Exact name of registrant as specified in its charter)



 

   
Ireland   0100   [—]
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

Riverside One
Sir John Rogerson’s Quay
Dublin 2, Ireland
+353(1) 829-0000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)



 

James E. Thompson, Esq.
Executive Vice President, General Counsel
and Secretary
Chiquita Brands International, Inc.
550 South Caldwell Street
Charlotte, North Carolina 28202
(980) 636-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)



 

With copies to:

   
David J. Friedman, Esq.
Peter C. Krupp, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
(212) 735-3000
  Seamus P. Keenan
Company Secretary
Fyffes plc
29 North Anne Street
Dublin 7, Ireland
+353(1) 887-2700
  Mario A. Ponce, Esq.
Elizabeth A. Cooper, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000


 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger and the combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     
Large accelerated filer   x   Accelerated filer   o
Non–accelerated filer   o (Do not check if a smaller reporting company)   Smaller reporting company   o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

 

 


 
 

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CALCULATION OF REGISTRATION FEE

       
Title of each class of
securities to be registered
  Amount to be
registered
  Proposed
maximum offering
price per share
  Proposed
maximum aggregate
offering price
  Amount of
registration fee
Ordinary Shares, nominal value $0.01 per share     96,278,278 (1)      Not Applicable     $ 1,085,364,831.77 (2)    $ 139,794.99 (3) 

(1) Represents the maximum number of the registrant’s ordinary shares estimated to be issuable upon the completion of the combination described herein. Calculated as the sum of (a) the product obtained by multiplying (x) 305,619,807 Fyffes ordinary shares (the total number of Fyffes ordinary shares outstanding, or issuable pursuant to stock options or subject to stock awards outstanding, as of April 28, 2014, or subject to the Fyffes 2007 Share Option Scheme and issuable pursuant to stock options or subject to stock awards that may be issued or granted prior to completion of the combination described herein), by (y) 0.1567, which is the exchange ratio under the transaction agreement, plus (b) 48,387,654 Chiquita common shares (the total number of Chiquita common shares outstanding, or issuable pursuant to stock options or subject to restricted stock units outstanding, as of April 28, 2014, or registered pursuant to the Chiquita Stock and Incentive Plan and issuable pursuant to stock options, restricted stock units or Long-Term Incentive Program awards that may be issued or granted prior to completion of the combination described herein).
(2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rule 457(f)(1) and 457(c) of the Securities Act. Calculated as (a) the sum of (i) the product obtained by multiplying (x) $1.67 (the average of the high and low prices of Fyffes ordinary shares on April 28, 2014 in euros translated using a April 25, 2014 euro/U.S. dollar exchange rate of 1.3838), by (y) 305,619,807 Fyffes ordinary shares (the total number of Fyffes ordinary shares outstanding, or issuable pursuant to stock options or subject to stock awards outstanding, as of April 28, 2014, or subject to the Fyffes 2007 Share Option Scheme and issuable pursuant to stock options or subject to stock awards that may be issued or granted prior to completion of the combination described herein), plus (ii) the product obtained by multiplying (a) $11.86 (the average of the high and low prices of Chiquita common shares on April 28, 2014), by (b) 48,387,654 Chiquita common shares (the total number of Chiquita common shares outstanding, or issuable pursuant to stock options or subject to restricted stock units outstanding, as of April 28, 2014, or registered pursuant to the Chiquita Stock and Incentive Plan and issuable pursuant to stock options, restricted stock units or Long-Term Incentive Program awards that may be issued or granted prior to completion of the combination described herein).
(3) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $128.80 per $1,000,000 of the proposed maximum aggregate offering price.


 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.



 


 
 

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If you are in any doubt about this transaction, you should consult an independent financial advisor who, if you are taking advice in Ireland, is authorized or exempted under the Investment Intermediaries Act, 1995 or the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007.

 
PRELIMINARY COPY   SUBJECT TO COMPLETION, DATED APRIL 29, 2014

LETTER TO CHIQUITA SHAREHOLDERS

[GRAPHIC MISSING]

CHIQUITA BRANDS INTERNATIONAL, INC.

To Our Shareholders:

You are cordially invited to attend a special meeting of the shareholders of Chiquita Brands International, Inc., which is referred to as Chiquita, to be held on [•], 2014 at [•] local time, at 550 South Caldwell Street, Charlotte, North Carolina 28202.

As previously announced, on March 10, 2014, Chiquita entered into a transaction agreement with Fyffes plc, which is referred to as Fyffes, pursuant to which Fyffes will combine with Chiquita through the formation of a new holding company incorporated in Ireland that will be renamed ChiquitaFyffes plc, which is referred to as ChiquitaFyffes. The combination with Fyffes will be accomplished by means of a “scheme of arrangement” under Irish law, which is referred to as the scheme, and a merger under U.S. law. Pursuant to the scheme part of the combination, Fyffes shareholders will receive 0.1567 of a ChiquitaFyffes ordinary share for each Fyffes ordinary share.

Pursuant to the merger part of the combination, immediately following implementation of the scheme, Chiquita will merge with an indirect wholly owned subsidiary of ChiquitaFyffes and become an indirect wholly owned subsidiary of ChiquitaFyffes. Each Chiquita common share then issued and outstanding will be cancelled and automatically converted into the right to receive one ordinary share of ChiquitaFyffes. Upon completion of the combination, based on the number of Chiquita and Fyffes shares and related awards outstanding as of the record date, former Chiquita shareholders are expected to own approximately 50.7% of ChiquitaFyffes ordinary shares and former Fyffes shareholders are expected to own approximately 49.3% of ChiquitaFyffes ordinary shares, on a fully diluted basis. The exchange of Chiquita shares for ChiquitaFyffes ordinary shares will be a taxable transaction, for U.S. federal income tax purposes, to Chiquita shareholders. The ChiquitaFyffes ordinary shares are expected to be listed on the New York Stock Exchange under the symbol “CQF.” Based on the number of Chiquita and Fyffes shares outstanding as of the record date, as well as restricted stock awards expected to vest in 2014, the total number of ChiquitaFyffes ordinary shares that is expected to be issued in connection with the scheme and the merger is approximately [•].

Chiquita is holding a special meeting of our shareholders to seek your approval to adopt the transaction agreement and approve the merger. The combination is also subject to approval of Fyffes shareholders of the scheme and certain other conditions. You are also being asked to approve the following additional proposals: (w) the creation of “distributable reserves” for ChiquitaFyffes, which are required under Irish law in order for ChiquitaFyffes to pay dividends and make other types of distributions and to repurchase or redeem shares in the future, if and when the board of directors of ChiquitaFyffes should determine to do so; (x) on a non-binding advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise related to the combination; (y) the Amended Chiquita Stock and Incentive Plan; and (z) the adjournment of the special meeting, or any adjournments thereof, to another time or place if necessary or appropriate. Approval of these proposals is not a condition to the completion of the combination. More information about the combination and the proposals is contained in the accompanying proxy statement/prospectus. We urge all Chiquita shareholders to read the accompanying proxy statement/prospectus, including the Annexes and the documents incorporated by reference therein, carefully and in their entirety. In particular, we urge you to read carefully “Risk Factors” beginning on page 27 of the accompanying proxy statement/prospectus.

Your proxy is being solicited by the Board of Directors of Chiquita. After careful consideration, our Board of Directors has unanimously approved the transaction agreement and determined that the terms of the combination will further the strategies and goals of Chiquita. Our Board of Directors recommends unanimously that you vote “FOR” the proposal to adopt the transaction agreement and approve the merger and “FOR” the other proposals described in the accompanying proxy statement/prospectus. In considering the recommendation of the Board of Directors of Chiquita, you should be aware that certain directors and executive officers of Chiquita will have interests in the proposed combination in addition to interests they might have as shareholders of Chiquita. See “The Combination  — Interests of Certain Persons in the Combination — Chiquita” beginning on page 89 of the accompanying proxy statement/prospectus. The affirmative vote of a majority of the votes cast by Chiquita shareholders entitled to vote at the special meeting is required for each of the proposals, although the vote on the proposal to approve the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise related to the combination will not be binding on Chiquita. With the exception of the proposal to adopt the transaction agreement and approve the merger, approval of the proposals is not a condition to the completion of the combination. Your vote is very important. Please vote as soon as possible whether or not you plan to attend the special meeting by following the instructions in the accompanying proxy statement/prospectus.

On behalf of the Chiquita Board of Directors, thank you for your consideration and continued support.

Very truly yours,
  
Kerrii B. Anderson
Chairwoman of the Board of Directors

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the combination or determined if the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

For the avoidance of doubt, the accompanying proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Investment Funds, Companies and Miscellaneous Provisions Act of 2005 of Ireland (the “2005 Act”), the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland or the Prospectus Rules issued under the 2005 Act, and the Central Bank of Ireland has not approved this document.

The accompanying proxy statement/prospectus is dated [•], 2014, and is first being mailed to shareholders of Chiquita on or about [•], 2014.


 
 

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ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about Chiquita from documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in the proxy statement/prospectus by requesting them in writing or by telephone from Chiquita at the following address and telephone number:

Chiquita Brands International, Inc.
550 South Caldwell Street,
Charlotte, North Carolina 28202
Attention: Investor Relations
(980) 636-5637
www.Chiquita.com “Investor Relations” tab

In addition, if you have questions about the combination or the special meeting, or if you need to obtain copies of the accompanying proxy statement/prospectus, proxy cards, election forms or other documents incorporated by reference in the proxy statement/prospectus, you may contact the contacts listed below. You will not be charged for any of the documents you request.

Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, New Jersey 07003
Attention: Domenick de Robertis

If you would like to request documents, please do so by [•], 2014, in order to receive them before the special meeting.

For a more detailed description of the information incorporated by reference in the accompanying proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 253 of the accompanying proxy statement/prospectus.


 
 

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[GRAPHIC MISSING]

(Fyffes plc, registered in Ireland under the Companies Acts 1963 to 2013 with registered number 73342)

Registered Office:
29 North Anne Street
Dublin 7
Ireland
Telephone: +353 (1) 8872700

To Our Shareholders:

You are cordially invited to attend two special meetings of the shareholders of Fyffes plc (“Fyffes”). The first, the special court-ordered meeting, is to be held on [•], 2014 at [•] Irish time at [•], Ireland, and the second, the extraordinary general meeting, referred to as the EGM, is to be held on [•], 2014 at [•] Irish time, at the same location, or, if later, as soon as possible after the conclusion or adjournment of the special court-ordered meeting.

As previously announced, on March 10, 2014, Fyffes entered into a transaction agreement with Chiquita Brands International, Inc. (“Chiquita”), pursuant to which Chiquita will combine with Fyffes through the formation of a new holding company incorporated in Ireland that will be renamed ChiquitaFyffes plc (“ChiquitaFyffes”). The combination of Fyffes will be effected by means of a “scheme of arrangement” under Section 201 of the Irish Companies Act 1963, subject to the sanction of the Irish High Court.

Pursuant to the scheme part of the combination, Fyffes shareholders will receive 0.1567 of a ChiquitaFyffes ordinary share for each Fyffes share. Immediately following implementation of the scheme, Chiquita will merge with an indirect wholly owned subsidiary of ChiquitaFyffes and become an indirect wholly owned subsidiary of ChiquitaFyffes. Each Chiquita common share then issued and outstanding will be cancelled and automatically converted into the right to receive one ordinary share of ChiquitaFyffes. Following completion of the combination, based on the number of Chiquita and Fyffes shares and related awards outstanding as of [•], 2014, being the latest practicable date prior to the printing of this proxy statement/prospectus, former Chiquita shareholders are expected to own approximately 50.7% of ChiquitaFyffes ordinary shares and former Fyffes shareholders are expected to own approximately 49.3% of ChiquitaFyffes ordinary shares, on a fully diluted basis. The exchange of Fyffes shares for ChiquitaFyffes ordinary shares and cash in lieu of ChiquitaFyffes fractional shares will not be a taxable transaction to Fyffes shareholders for Irish tax purposes. The ChiquitaFyffes ordinary shares are expected to be listed on the New York Stock Exchange under the symbol “CQF.” Based on the number of Chiquita and Fyffes shares outstanding as of [•] 2014, being the latest practicable date prior to the printing of this proxy statement/prospectus, as well as restricted stock awards expected to vest in 2014, the total number of ChiquitaFyffes ordinary shares that is expected to be issued in connection with the scheme and the merger is approximately [•].

You are being asked to vote on a proposal to approve the scheme at the special court-ordered meeting, as well as four additional resolutions being presented at the EGM (three of which resolutions shareholders must approve in order to properly implement the scheme). You are also being asked to vote at the EGM on a proposed reduction of capital in ChiquitaFyffes relating to the creation of “distributable reserves,” which are required under Irish law in order for ChiquitaFyffes to, among other things, be able to pay dividends in the future, if and when the board of directors of ChiquitaFyffes should determine to do so; however, the combination is not conditional on approval of this proposal. The scheme is also subject to sanction by the Irish High Court. More information about the combination and the proposals is contained in the accompanying proxy statement/prospectus. We urge all Fyffes shareholders to read the accompanying proxy statement/prospectus, including the Annexes and the documents incorporated by reference therein, carefully and in their entirety. In particular, we urge you to read carefully “Risk Factors” beginning on page 27, the


 
 

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“Explanatory Statement” beginning on page 256 and the “Scheme of Arrangement” beginning on page 268, of the accompanying proxy statement/prospectus.

Having taken into account the relevant factors and applicable risks, the board of Fyffes, which has been so advised by Lazard & Co., Limited, unanimously considers the terms of the scheme to be fair and reasonable. In providing its advice, Lazard & Co., Limited (“Lazard”) has taken into account the commercial assessments of the board of Fyffes. Lazard & Co., Limited is providing this independent financial advice solely for the purposes of Rule 3 of the Irish Takeover Rules. Lazard, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Fyffes and no one else in connection with the scheme and will not be responsible to anyone other than Fyffes for providing the protections afforded to clients of Lazard or for providing advice in relation to the scheme or other matters referred to in the document. Accordingly, the board of Fyffes unanimously recommends to Fyffes shareholders to vote in favor of the scheme and the resolutions proposed at the EGM, as the directors of Fyffes, who are Fyffes shareholders, intend to do in respect of their own beneficial holdings. In considering the recommendation of the Fyffes board, you should be aware that certain directors and executive officers of Fyffes will have interests in the proposed combination in addition to the interests they might have as shareholders. Balkan Investment Company and certain of its subsidiaries have entered into an irrevocable undertaking, and an affiliate of The InterTech Group, Inc. has delivered a support agreement, in each case reflecting their agreement to vote all shares beneficially owned by them in favor of the scheme and to vote in favor of the additional proposals being presented at the EGM. As of the date of the accompanying proxy statement/prospectus, these shareholders owned shares of Fyffes representing approximately 25.6% of Fyffes shares outstanding. Your vote is very important. Please vote as soon as possible, whether or not you plan to attend the special meetings, by following the instructions in the accompanying proxy statement/prospectus.

On behalf of the Fyffes board of directors, thank you for your consideration and continued support.

Very truly yours,
David McCann
Chairman

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the combination or determined if the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

For the avoidance of doubt, the accompanying proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Investment Funds, Companies and Miscellaneous Provisions Act of 2005 of Ireland (the “2005 Act”), the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland or the Prospectus Rules issued under the 2005 Act, and the Central Bank of Ireland has not approved this document.

The accompanying proxy statement/prospectus is dated [•], 2014, and is first being mailed to shareholders of Fyffes on or about [•], 2014.


 
 

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ADDITIONAL INFORMATION

Additional information about Fyffes is available to you without charge upon your written or oral request. You can obtain such information by requesting it in writing or by telephone from Fyffes at the following address and telephone number:

Fyffes plc
29 North Anne Street
Dublin 7, Ireland
+353(1) 887-2700
www.Fyffes.com “For Investors” tab

In addition, if you have questions about the combination or the special meetings, or if you need to obtain copies of the accompanying proxy statement/prospectus, proxy cards, election forms or other documents incorporated by reference in the proxy statement/prospectus, you may contact the contact listed below. You will not be charged for any of the documents you request.

Computershare Services (Ireland) Limited
P.O. Box 954
Sandyford Industrial Estate
Dublin 18
Ireland

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about Chiquita from documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you at www.Chiquita.com “Investor Relations” tab or at the SEC’s website at http://www.sec.gov. Information contained on, or accessible from, Chiquita’s website is expressly not incorporated by reference into this proxy statement/prospectus.

If you would like to request documents, please do so by [•], 2014, in order to receive them before the special meetings.


 
 

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CHIQUITA BRANDS INTERNATIONAL, INC.
550 South Caldwell Street,
Charlotte, North Carolina 28202
 
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

 
Time:   [•] local time
Date:   [•], 2014
Place:   NASCAR Plaza, 550 South Caldwell Street, Charlotte, North Carolina 28202.
Purpose:  

(1)

To adopt the transaction agreement, dated March 10, 2014, among Chiquita Brands International, Inc., Fyffes plc, Twombly One Limited (now known as ChiquitaFyffes Limited and referred to in the accompanying proxy statement/prospectus as “ChiquitaFyffes”), CBII Holding Corporation and Chicago Merger Sub, Inc., and approve the merger;

    

(2)

To approve the reduction of the share premium of ChiquitaFyffes to allow the creation of distributable reserves of ChiquitaFyffes which are required under Irish law in order to allow ChiquitaFyffes to make distributions and to pay dividends and repurchase or redeem shares following completion of the combination;

    

(3)

To approve, on a non-binding advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise related to the proposed combination;

    

(4)

To approve the Amended Chiquita Stock and Incentive Plan; and

    

(5)

To approve any motion to adjourn the Chiquita special meeting, or any adjournments thereof, to another time or place if necessary or appropriate (i) to solicit additional proxies if there are insufficient votes at the time of the Chiquita special meeting to adopt the transaction agreement and approve the merger, (ii) to provide to Chiquita shareholders in advance of the special meeting any supplement or amendment to the proxy statement/prospectus or (iii) to disseminate any other information which is material to the Chiquita shareholders voting at the special meeting.

     The enclosed proxy statement/prospectus describes the purpose and business of the special meeting, contains a detailed description of the merger and the transaction agreement and includes a copy of the transaction agreement as Annex A and the conditions of the combination and the scheme as Annex B. Please read these documents carefully before deciding how to vote.
Record Date:   The record date for the Chiquita special meeting has been fixed by the board of directors as the close of business on [•], 2014. Chiquita shareholders of record at that time are entitled to vote at the Chiquita special meeting.

More information about the combination and the proposals is contained in the accompanying proxy statement/prospectus. We urge all Chiquita shareholders to read the accompanying proxy statement/prospectus, including the Annexes and the documents incorporated by reference in the accompanying proxy statement/prospectus, carefully and in their entirety. In particular, we urge you to read carefully “Risk Factors” beginning on page 27 of the accompanying proxy statement/prospectus.


 
 

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The Chiquita board of directors recommends unanimously that Chiquita shareholders vote “FOR” the proposal to adopt the transaction agreement and approve the merger, “FOR” the proposal to reduce the share premium of ChiquitaFyffes to allow the creation of distributable reserves, “FOR” the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise related to the proposed combination, “FOR” the proposal to approve the Amended Chiquita Stock and Incentive Plan and “FOR” the Chiquita adjournment proposal.

By order of the Board of Directors

  

James E. Thompson
Executive Vice President, General Counsel
and Secretary

YOUR VOTE IS IMPORTANT

You may vote your shares by using a toll-free telephone number or electronically over the Internet as described on the proxy form. We encourage you to file your proxy using either of these options if they are available to you. Alternatively, you may mark, sign, date and mail your proxy form in the postage-paid envelope provided. The method by which you vote does not limit your right to vote in person at the special meeting. We strongly encourage you to vote.


 
 

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[GRAPHIC MISSING]

FYFFES PLC
29 North Anne Street

Dublin 7, Ireland
 
NOTICE OF COURT MEETING OF SHAREHOLDERS

IN THE HIGH COURT No. 2014/[•] COS
 
IN THE MATTER OF FYFFES PLC
 
– and –
 

 
IN THE MATTER OF THE COMPANIES ACTS 1963 to 2013

NOTICE IS HEREBY GIVEN that by an Order dated [•], 2014 made in the above matter, the Irish High Court has directed a meeting (the “Court Meeting”) to be convened of the holders of the Scheme Shares (as defined in the proposed scheme of arrangement) of Fyffes plc (“Fyffes”) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement pursuant to Section 201 of the Companies Act 1963 proposed to be made between Fyffes and the holders of the Scheme Shares (and that such meeting will be held at [•] on [•], 2014, at [•] (Irish time)), at which place and time all holders of the Scheme Shares entitled to vote thereat are invited to attend.

A copy of the scheme of arrangement and a copy of the explanatory statement required to be furnished pursuant to Section 202 of the Companies Act 1963 are included in the document of which this Notice forms part.

Scheme Shareholders may vote in person at the Court Meeting or they may appoint another person, whether a Member of Fyffes or not, as their proxy to attend, speak and vote in their stead. A Form of Proxy for use at the Court Meeting is enclosed with this Notice. Completion and return of a Form of Proxy will not preclude a Scheme Shareholder from attending and voting in person at the Court Meeting, or any adjournment thereof, if that shareholder wishes to do so. Any alteration to the Form of Proxy must be initialed by the person who signs it.

It is required that forms appointing proxies be lodged with Fyffes Registrars, Computershare Investor Services (Ireland) Limited, at Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland not less than 48 hours before the time appointed for the said meeting, but, if forms are not lodged, they may be handed to the Chairman of the meeting before the start of the meeting and will still be valid.

If you hold your Fyffes shares through CREST and you wish to appoint a proxy or proxies through the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (“EUI”) and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Services (Ireland) Limited (ID 3RA50) by no later than 48 hours before the time set for the meeting (or if the meeting is adjourned for any reason, 48 hours before the time set for the relevant adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the


 
 

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message by the CREST Applications Host) from which Computershare Services (Ireland) Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. As a CREST member, it is your responsibility to take (or, if you are a CREST personal member or sponsored member or have appointed a voting service provider(s), to procure that your CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Fyffes may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended).

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of Members of Fyffes in respect of the joint holding.

Entitlement to attend and vote at the meeting, or any adjournment thereof, and the number of votes which may be cast thereat, will be determined by reference to the register of Members of Fyffes as of 11:59 p.m. (Irish time) on [•], 2014 or, in the event that this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting, which is referred to as the “Voting Record Time.” In each case, changes to the register of Members of Fyffes after such time shall be disregarded for the purposes of being entitled to vote.

If the Form of Proxy is properly executed and returned, it will be voted in the manner directed by the shareholder executing it, or if no directions are given, will be voted at the discretion of the Chairman of the Court Meeting or any other person duly appointed as proxy by the shareholder.

In the case of a corporation, the Form of Proxy must be either under its Common Seal or under the hand of an officer or attorney, duly authorized.

By the said Order, the Irish High Court has appointed David McCann or, failing him, Declan McCourt, or, failing him, Tom Murphy, to act as Chairman of the said meeting and has directed the Chairman to report the result thereof to the Irish High Court.

Subject to the approval of the resolution proposed at the meeting convened by this Notice and the requisite resolutions to be proposed at the extraordinary general meeting of Fyffes convened for [•], 2014, it is anticipated that the Irish High Court will order that the hearing of the petition to sanction the said scheme of arrangement will take place in the second half of 2014.

Terms shall have the same meaning in this Notice as they have in the proxy statement/prospectus accompanying this Notice.

The said scheme of arrangement will be subject to the subsequent sanction of the Irish High Court.


 
 

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Issued shares and total voting rights

The total number of issued Scheme Shares held by Scheme Shareholders as of [•], 2014, being the latest practicable date prior to the printing of this proxy statement/prospectus, is [•]. The resolution at the Court Meeting shall be decided on a poll. Every holder of a Fyffes ordinary share as of the Voting Record Time will have one vote for every Fyffes ordinary share carrying voting rights of which he, she or it is the holder. A holder of a Fyffes ordinary share as of the Voting Record Time (whether present in person or by proxy) who is entitled to more than one vote need not use all his, her or its votes or cast all his, her or its votes in the same way. To be passed, the resolution requires the approval of a majority in number of Scheme Shareholders as of the Voting Record Time voting on the proposal representing at least 75 percent in value of the Scheme Shares held by such holders voting in person or by proxy.

Dated [•], 2014
 
Arthur Cox
Earlsfort Centre
Earlsfort Terrace
Dublin 2
Ireland
Solicitors for Fyffes


 
 

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[GRAPHIC MISSING]

FYFFES PLC
29 North Anne Street
Dublin 7, Ireland
 
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF FYFFES PLC

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (“EGM”) of Fyffes plc (“Fyffes”) will be held at [•], Ireland, on [•], 2014, at [•] (Irish time) (or, if later, as soon as possible after the conclusion or adjournment of the Court Meeting (as defined in the scheme of arrangement (“Scheme of Arrangement”) which is included in the document of which this Notice forms part)) for the purpose of considering and, if thought fit, passing the following resolutions of which Resolutions 1 and 2 will be proposed as special resolutions, Resolution 3 as an ordinary resolution and Resolution 4 will be proposed as a non-binding advisory resolution:

1. Special Resolution: Cancellation of Fyffes Shares pursuant to the Scheme of Arrangement

That subject to the Scheme of Arrangement becoming effective and to the confirmation of the Irish High Court pursuant to Section 72 of the Companies Act 1963, the issued capital of Fyffes be reduced by cancelling and extinguishing all the Cancellation Shares (as defined in the Scheme of Arrangement) but without thereby reducing the authorised share capital of Fyffes.

2. Special Resolution: Amendment to Articles

With effect from the passing of this resolution, the Articles of Association of Fyffes be amended by adding the following new paragraphs (d) to (g) at the end of the existing Article 3:

(d) In these Articles, the “Scheme” means the scheme of arrangement dated [•], 2014 between Fyffes and the holders of the Scheme Shares under Section 201 of the Act in its original form or with or subject to any modification, addition or condition approved or imposed by the Irish High Court and expressions defined in the Scheme and (if not so defined) in the document containing the explanatory statement circulated with the Scheme under Section 202 of the Act shall have the same meanings in this Article.
(e) Notwithstanding any other provision of these Articles, if Fyffes allots and issues any Ordinary Shares (other than to ChiquitaFyffes public limited company incorporated in Ireland, (company number 540116 (“ChiquitaFyffes”) or its nominee(s) (holding on bare trust for ChiquitaFyffes)) on or after the date of adoption of this revised Article 3(e) and prior to the Cancellation Record Time, such shares shall be allotted and issued subject to the terms of the Scheme and the holder or holders of those shares shall be bound by the Scheme accordingly.
(f) Notwithstanding any other provision of these Articles, if any new Ordinary Shares are allotted or issued to any person (a “new member”) (other than under the Scheme or to ChiquitaFyffes or any subsidiary undertaking of ChiquitaFyffes or anyone acting on behalf of ChiquitaFyffes (holding on bare trust for ChiquitaFyffes)) on or after the Cancellation Record Time, ChiquitaFyffes will, provided the Scheme has become effective, have such shares transferred immediately, free of all encumbrances, to ChiquitaFyffes and/or its nominee(s) (holding on bare trust for ChiquitaFyffes) in consideration of and conditional on the payment by ChiquitaFyffes to the new member of the consideration to which the new member would have been entitled under the terms of the Scheme had such shares transferred to ChiquitaFyffes hereunder been a Cancellation Share, such new Fyffes Shares to rank pari passu in all respects with all other Fyffes Shares for the time being in issue and


 
 

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ranking for any dividends or distributions made, paid or declared thereon following the date on which the transfer of such new Fyffes Shares is executed.
(g) In order to give effect to any such transfer required by this Article 3, Fyffes may appoint any person to execute and deliver a form of transfer on behalf of, or as attorney for, the new member in favour of ChiquitaFyffes and/or its nominee(s) (holding on bare trust for ChiquitaFyffes). Pending the registration of ChiquitaFyffes as a holder of any share to be transferred under this Article 3, the new member shall not be entitled to exercise any rights attaching to any such share unless so agreed by ChiquitaFyffes and ChiquitaFyffes shall be irrevocably empowered to appoint a person nominated by the Directors of ChiquitaFyffes to act as attorney on behalf of any holder of that share in accordance with any directions ChiquitaFyffes gives in relation to any dealings with or disposal of that share (or any interest in it), exercising any rights attached to it or receiving any distribution or other benefit accruing or payable in respect of it and any holders of that share must exercise all rights attaching to it in accordance with the directions of ChiquitaFyffes. Fyffes shall not be obliged to issue a certificate to the new member for any such share.
3. Ordinary Resolution: Directors’ authority to allot securities and application of reserves

That, subject to the passing of Resolutions 1 and 2 in this Notice of meeting:

(i) the directors of Fyffes be and are hereby generally authorised pursuant to and in accordance with Section 20 of the Companies (Amendment) Act 1983 to give effect to this resolution and accordingly to effect the allotment of the New Fyffes Shares (as defined in the Scheme of Arrangement) referred to in paragraph (ii) below provided that (i) this authority shall expire on [•], 2015, (ii) the maximum aggregate nominal amount of shares which may be allotted hereunder shall be an amount equal to the nominal value of the Cancellation Shares (as defined in the Scheme of Arrangement) and (iii) this authority shall be without prejudice to any other authority under the said Section 20 previously granted before the date on which this resolution is passed; and
(ii) pursuant to Article 135 and forthwith upon the reduction of capital referred to in Resolution 1 above taking effect, the reserve credit arising in the books of account of Fyffes as a result of the cancellation of the Cancellation Shares be applied in paying up in full at par such number of new Fyffes Shares as shall be equal to the aggregate of the number of Cancellation Shares cancelled pursuant to Resolution 1 above, such new Fyffes Shares to be allotted and issued to ChiquitaFyffes plc and/or its nominee(s) credited as fully paid up and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever.
4. Non-Binding Advisory Resolution: Creation of Distributable Reserves of ChiquitaFyffes

That the reduction of all of the share premium of ChiquitaFyffes (as defined in the Scheme of Arrangement) resulting from the issuance of ChiquitaFyffes Shares (as defined in the Scheme of Arrangement) pursuant to the Scheme of Arrangement and the Merger (as defined in the Scheme of Arrangement), in order to create distributable reserves of ChiquitaFyffes be approved.

By order of the Board
 
S Keenan
Secretary
Fyffes plc
29 North Anne Street
Dublin
 
Dated: [•], 2014


 
 

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Notes

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of Fyffes. Appointment of a proxy will not preclude a member from attending and voting at the meeting should the member subsequently wish to do so. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Should you wish to appoint more than one proxy, please read carefully the explanatory notes accompanying the Form of Proxy.
2. As a member, you have several ways to exercise your right to vote:
(a) By attending the Extraordinary General Meeting in person;
(b) By appointing (either electronically or by returning a completed Form of Proxy) the Chairman or another person as a proxy to vote on your behalf;
(c) By appointing a proxy via the CREST System if you hold your shares in CREST.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members.

3. You may appoint the Chairman of Fyffes or another individual as your proxy. You may appoint a proxy by completing the enclosed Form of Proxy, making sure to sign and date the form at the bottom and return it to Fyffes registrars, Computershare Services (Ireland) Limited. If you are appointing someone other than the Chairman as your proxy, then you must fill in the contact details of your representative at the meeting on the Form of Proxy. If you appoint the Chairman or another person as a proxy to vote on your behalf, please make sure to indicate how you wish your votes to be cast by ticking the relevant boxes on the Form of Proxy.

Alternatively, a member may appoint a proxy or proxies electronically by logging on to the website of the registrars, Computershare Services (Ireland) Limited: at www.computershare.ie. Shareholders will be asked to enter their Shareholder Reference Number and PIN Number as printed on your Form of Proxy and agree to certain conditions.

4. To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are signed (or a certified copy of such power or authority) must be lodged with Fyffes registrar, Computershare Services (Ireland) Limited, P.O. Box 954, Sandyford, Dublin 18 by not later than [•] on [•] 2014.
5. Fyffes, pursuant to Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended), specifies that only those shareholders registered in the register of members of Fyffes as at [•] on [•] 2014 (or in the case of an adjournment as at 48 hours before the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting.
6. If you hold your Fyffes shares through CREST and you wish to appoint a proxy or proxies through the CREST electronic proxy appointment service you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (“EUI”) and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Services (Ireland) Limited (ID 3RA50) by no later than 48 hours before the time set for the meeting (or if the meeting is adjourned for any reason, 48 hours before the time set for the relevant adjourned meeting). For this purpose, the time of receipt will be taken


 
 

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to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare Services (Ireland) Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. As a CREST member, it is your responsibility to take (or, if you are a CREST personal member or sponsored member or have appointed a voting service provider(s), to procure that your CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Fyffes may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended).


 
 

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  Page
QUESTIONS AND ANSWERS ABOUT THE COMBINATION AND THE SPECIAL
MEETINGS
    1  
SUMMARY     12  
Information about the Companies     12  
The Combination     13  
Form of the Combination     14  
ChiquitaFyffes Consideration to Fyffes Shareholders and Merger Consideration to Chiquita Shareholders     14  
Treatment of Chiquita Stock Options and Other Chiquita Equity-Based Awards     15  
Treatment of Fyffes Stock Options and Other Fyffes Equity-Based Awards     15  
Comparative Per Share Market Price Data and Dividend Information     15  
Recommendation of the Chiquita Board of Directors and Chiquita’s Reasons for the Combination     16  
Opinions of Chiquita’s Financial Advisors     16  
Recommendation of the Fyffes Board of Directors and Fyffes Reasons for the Combination     17  
Interests of Certain Persons in the Combination     18  
Board of Directors and Management after the Combination     19  
Certain Tax Consequences of the Combination     20  
No Dissenters’ Rights     22  
Regulatory Approvals Required     22  
Listing of ChiquitaFyffes Ordinary Shares on Stock Exchange and Dividends     22  
Conditions to the Completion of the Scheme and the Merger     23  
Termination of the Transaction Agreement     24  
Expenses Reimbursement Agreement     25  
Irrevocable Voting Undertaking and Support Letter     25  
Accounting Treatment of the Combination     26  
Comparison of the Rights of Holders of Chiquita Common Shares and ChiquitaFyffes Ordinary Shares     26  
Comparison of the Rights of Holders of Fyffes Ordinary Shares and ChiquitaFyffes Ordinary Shares     26  
RISK FACTORS     27  
Risks Relating to the Combination     27  
Risks Relating to the Businesses of the Combined Company     29  
Risks Relating to Chiquita     36  
Risks Relating to Fyffes     43  
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS     47  
PART 1 — THE COMBINATION AND THE SPECIAL MEETINGS     48  
THE SPECIAL MEETING OF CHIQUITA’S SHAREHOLDERS     48  
Overview     48  
Date, Time and Place of the Chiquita Special Meeting     48  
Attendance     48  
Proposals     48  
Record Date; Outstanding Shares; Shares Entitled to Vote     48  
Quorum     49  
Vote Required; Recommendation of Chiquita’s Board of Directors     49  
Share Ownership and Voting by Chiquita’s Officers and Directors     50  
Voting Your Shares     50  
Voting Shares Held in Street Name     51  

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  Page
Revoking Your Proxy     51  
Costs of Solicitation     51  
Other Business     52  
Assistance     52  
THE SPECIAL MEETINGS OF FYFFES SHAREHOLDERS     53  
Overview     53  
Date, Time & Place of the Fyffes Special Meetings     53  
Attendance     53  
Proposals     53  
Record Date; Outstanding Ordinary Shares; Ordinary Shares Entitled to Vote     54  
Quorum     54  
Ordinary Share Ownership and Voting by Fyffes Directors and Officers     54  
Vote Required; Recommendation of Fyffes Board of Directors     54  
Voting Your Ordinary Shares     55  
Voting by CREST Members     56  
Costs of Solicitation     56  
Other Business     57  
Adjournment; Postponement     57  
Assistance     57  
THE COMBINATION     58  
The Scheme and the Merger     58  
Background of the Combination     58  
Recommendation of the Chiquita Board of Directors and Chiquita’s Reasons for the
Combination
    67  
Recommendation of the Fyffes Board of Directors and Fyffes Reasons for the Combination     70  
Chiquita and Fyffes Unaudited Prospective Financial Information     74  
Opinions of Chiquita’s Financial Advisors     76  
Combination-related costs     89  
Interests of Certain Persons in the Combination     89  
Security Ownership of Certain Beneficial Owners and Management     96  
Intentions Regarding Fyffes and Chiquita     99  
Board of Directors and Management after the Combination     99  
Compensation of ChiquitaFyffes’ Executive Officers     102  
Compensation of ChiquitaFyffes’ Directors     103  
Regulatory Approvals Required     103  
Payment of Consideration     103  
NO DISSENTERS’ RIGHTS     104  
ACCOUNTING TREATMENT OF THE COMBINATION     105  
CERTAIN TAX CONSEQUENCES OF THE COMBINATION     106  
U.S. Federal Income Tax Considerations — Chiquita and ChiquitaFyffes     106  
Irish Tax Considerations     112  
LISTING OF CHIQUITAFYFFES ORDINARY SHARES ON STOCK EXCHANGE     118  
DELISTING AND DEREGISTRATION OF CHIQUITA COMMON SHARES     118  
DELISTING AND DEREGISTRATION OF FYFFES ORDINARY SHARES     118  
INFORMATION ABOUT THE COMPANIES     119  
THE TRANSACTION AGREEMENT     120  
Form of the Combination     120  
Completion of the Combination     120  

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  Page
ChiquitaFyffes Consideration to Fyffes Shareholders     120  
Merger Consideration to Chiquita Shareholders     120  
Treatment of Fyffes Stock Options and Other Fyffes Equity-Based Awards.     120  
Treatment of Chiquita Stock Options and Other Chiquita Equity-Based Awards     121  
Exchange of Fyffes Ordinary Shares     121  
Exchange of Chiquita Shares     122  
Representations and Warranties     122  
Covenants and Agreements     125  
Conditions to the Completion of the Scheme and the Merger     135  
Survival of Representations and Warranties     137  
Termination     137  
Expenses     138  
Amendment and Waiver     138  
Specific Performance; Third-Party Beneficiaries     138  
EXPENSES REIMBURSEMENT AGREEMENT     139  
IRREVOCABLE VOTING UNDERTAKING     141  
SUPPORT LETTER     141  
CREATION OF DISTRIBUTABLE RESERVES OF CHIQUITAFYFFES     142  
CHIQUITA SHAREHOLDER VOTE ON SPECIFIED COMPENSATION ARRANGEMENTS     143  
Advisory Vote on Golden Parachute Compensation     143  
Required Vote     143  
Recommendation     143  
CHIQUITA SHAREHOLDER VOTE ON AMENDED CHIQUITA STOCK AND INCENTIVE PLAN     144  
The Amended Chiquita Stock and Incentive Plan Proposal     144  
Reasons for the Amended Chiquita Stock and Incentive Plan Proposal     144  
Summary of the Stock Plan     145  
Required Vote     150  
Recommendation     150  
Equity Compensation Plan Information     151  
SELECTED HISTORICAL FINANCIAL DATA OF FYFFES     152  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FYFFES     153  
Overview     153  
Business Drivers     154  
Recent Trends     156  
Critical Accounting Policies and Significant Estimates     157  
Recent IFRS Accounting Pronouncements     159  
Results of Operations     162  
Non-controlling interests     168  
Earnings per share     168  
Liquidity and Capital Resources     169  
Research and Development     170  
Contractual Obligations and Off-Balance Sheet Arrangements     170  
Quantitative and Qualitative Disclosures About Market Risk     171  
SELECTED HISTORICAL FINANCIAL DATA OF CHIQUITA     172  
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION     173  
THE BUSINESS OF FYFFES     186  

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  Page
Business Overview     186  
Tropical Produce     186  
Property     187  
COMPARATIVE PER SHARE DATA     188  
COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDEND INFORMATION     190  
DESCRIPTION OF CHIQUITAFYFFES ORDINARY SHARES     191  
Capital Structure     191  
Preemption Rights, Share Warrants and Share Options     192  
Dividends     192  
Share Repurchases, Redemptions and Conversions     193  
Lien on Shares, Calls on Shares and Forfeiture of Shares     194  
Consolidation and Division; Subdivision     195  
Reduction of Share Capital     195  
Annual Meetings of Shareholders     195  
Extraordinary General Meetings of Shareholders     195  
Quorum for General Meetings     196  
Voting     196  
Variation of Rights Attaching to a Class or Series of Shares     196  
Inspection of Books and Records     197  
Acquisitions     197  
Appraisal Rights     197  
Disclosure of Interests in Shares     197  
Anti-Takeover Provisions     198  
Corporate Governance     201  
Legal Name; Formation; Fiscal Year; Registered Office     201  
Appointment of Directors     201  
Removal of Directors     202  
Duration; Dissolution; Rights upon Liquidation     202  
Uncertificated Shares     202  
Stock Exchange Listing     202  
No Sinking Fund     202  
No Liability for Further Calls or Assessments     202  
Transfer and Registration of Shares     202  
COMPARISON OF THE RIGHTS OF HOLDERS OF CHIQUITA COMMON SHARES AND CHIQUITAFYFFES ORDINARY SHARES     205  
COMPARISON OF THE RIGHTS OF HOLDERS OF FYFFES ORDINARY SHARES AND CHIQUITAFYFFES ORDINARY SHARES     240  
LEGAL MATTERS     251  
EXPERTS     251  
ENFORCEABILITY OF CIVIL LIABILITIES     251  
FUTURE SHAREHOLDER PROPOSALS     252  
WHERE YOU CAN FIND MORE INFORMATION     253  
EXCHANGE RATES     255  
PART 2 — EXPLANATORY STATEMENT     256  
Introduction     256  
The Combination     256  
The Conditions     257  
Consents and Meetings     258  

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  Page
Structure of Scheme     261  
Board, Management and Employees     261  
Fyffes Equity Award Holders     262  
The Fyffes Directors and Executive Officers and the Effect of the Scheme on Their Interests     262  
Taxation     263  
Settlement, Listing and Dealings     265  
Overseas Shareholders     266  
Action to be Taken     267  
Further Information     267  
PART 3 — THE SCHEME OF ARRANGEMENT     268  
PART 4 — ADDITIONAL INFORMATION     276  
Responsibility     276  
Directors and Registered Office     276  
Certain Financial Effects of the Scheme     276  
Market Quotations     277  
Shareholders and Dealings     278  
Material Contracts     292  
Irrevocable undertakings/letter of support     294  
Directors and Service Contracts     295  
Material Changes     295  
Consents     296  
Sources and Bases of Information     296  
Concert Parties     297  
Other Information     298  
Description of Scheme Consideration in the Transaction Agreement     299  
Documents Available For Inspection     299  
Governing Law     300  
Irish Takeover Rules and Panel     300  
CHIQUITA PROFIT FORECAST     301  
FYFFES PROFIT FORECAST     303  
MERGER BENEFIT STATEMENT     305  
INDEX TO FINANCIAL STATEMENTS OF FYFFES PLC     F-1  
ANNEXES
        
Annex A — Transaction Agreement     A-1  
Annex B — Conditions of the Combination and the Scheme     B-1  
Annex C — Expenses Reimbursement Agreement     C-1  
Annex D — Memorandum and Articles of Association of Chiquita Fyffes plc     D-1  
Annex E — Opinion of Goldman, Sachs & Co.     E-1  
Annex F — Opinion of Wells Fargo Securities, LLC     F-1  
Annex G — List of Relevant Territories for DWT Purposes     G-1  
Annex H — Amended Chiquita Stock and Incentive Plan     H-1  
PART II — INFORMATION NOT REQUIRED IN THE PROSPECTUS     II-1  

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QUESTIONS AND ANSWERS ABOUT THE COMBINATION AND THE SPECIAL MEETINGS

The following questions and answers are intended to address briefly some commonly asked questions regarding the combination and the special meetings. These questions and answers only highlight some of the information contained in this proxy statement/prospectus. They may not contain all the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the Annexes and the documents incorporated by reference into this proxy statement/prospectus, to understand fully the proposed combination and the voting procedures for the special meetings. See “Where You Can Find More Information” beginning on page 253 of this proxy statement/prospectus. Unless otherwise specified, all references in this proxy statement/prospectus to:

“Chiquita” refer to Chiquita Brands International, Inc., a New Jersey corporation;
“ChiquitaFyffes” refer to ChiquitaFyffes Limited (formerly known as Twombly One Limited), a private limited company incorporated in Ireland that will be re-registered as a public limited company and renamed ChiquitaFyffes plc prior to the completion of the combination, as described in this proxy statement/prospectus;
“combination” refer to the transactions contemplated to occur at or immediately after completion of the scheme and the merger pursuant to the transaction agreement;
“conditions appendix” refer to Annex B to this proxy statement/prospectus;
“Delaware Sub” refer to CBII Holding Corporation, a Delaware corporation;
“dollars” or “$” refer to U.S. dollars;
“euros” or “€” refer to the legal currency of those members of the European Union that have adopted the euro as their national currency;
“expenses reimbursement agreement” refer to the Expenses Reimbursement Agreement, dated March 10, 2014, by and between Chiquita and Fyffes, which is included as Annex C to this proxy statement/prospectus;
“Fyffes” refer to Fyffes plc, a public limited company incorporated in Ireland;
“Fyffes record date” refer to the record date for the court-ordered special meeting and the Fyffes extraordinary general meeting;
“Merger Sub” refer to Chicago Merger Sub, Inc., a New Jersey corporation;
“transaction agreement” refer to the Transaction Agreement, dated March 10, 2014, by and among Chiquita, Fyffes, ChiquitaFyffes, Delaware Sub and Merger Sub, a copy of which is included as Annex A to this proxy statement/prospectus; and
“we” refer to Chiquita and Fyffes, unless otherwise indicated or the context otherwise requires.

If you are in any doubt about this combination you should consult an independent financial advisor who, if you are taking advice in Ireland, is authorized or exempted by the Investment Intermediaries Act 1995, or the European Communities (Markets in Financial Instruments) Regulations (No’s 1 to 3) 2007 (as amended).

Q: Why am I receiving this proxy statement/prospectus?
A: Chiquita, Fyffes, ChiquitaFyffes, Delaware Sub and Merger Sub have entered into the transaction agreement, pursuant to which Fyffes will combine with Chiquita and will become a wholly owned subsidiary of ChiquitaFyffes by means of a “scheme of arrangement,” or “scheme,” which we refer to in this proxy statement/prospectus as the “scheme,” and, immediately following implementation of the scheme, Merger Sub will be merged with and into Chiquita, which we refer to in this proxy statement/prospectus as the “merger,” with Chiquita surviving the merger as an indirect wholly owned subsidiary of ChiquitaFyffes.

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Chiquita will hold a special meeting of Chiquita shareholders in order to obtain the approval of Chiquita shareholders necessary to adopt the transaction agreement and approve the merger, as described in this proxy statement/prospectus.

Fyffes has convened a special court-ordered meeting of its shareholders in order to obtain the approval of Fyffes shareholders necessary to adopt the scheme of arrangement to be held at [•], on [•], 2014. Fyffes has also convened an extraordinary general meeting, or the “EGM,” to take place immediately following the special court-ordered meeting in order to obtain the approval of Fyffes shareholders of the resolutions necessary to implement certain aspects of the scheme of arrangement. The Fyffes special court-ordered meeting and the EGM are referred to herein collectively as the Fyffes “special meetings.”

We will be unable to complete the combination unless the requisite Chiquita and Fyffes shareholder approvals are obtained at the respective special meetings. However, as described below, the combination is not conditional on approval of certain of the matters being presented at the Chiquita special meeting and the Fyffes EGM.

We have included in this proxy statement/prospectus important information about the combination, the transaction agreement (a copy of which is attached as Annex A), the conditions appendix (a copy of which is attached as Annex B), the expenses reimbursement agreement (a copy of which is attached as Annex C), the Chiquita special meeting and the Fyffes special meetings. You should read this information carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending the applicable special meeting by granting a proxy or, if you are a Chiquita shareholder, voting your shares by mail, by telephone or over the Internet.

Q: When and where will the Chiquita and Fyffes special meetings be held?
A: The Chiquita special meeting will be held at the principal executive offices of Chiquita, located at 550 South Caldwell Street, Charlotte, North Carolina 28202, on [•], 2014, at [•], local time.

The Fyffes special court-ordered meeting will be convened at [•], on [•], 2014, at [•], Irish time.

The Fyffes EGM will be convened at the same place as the Fyffes special court-ordered meeting at [•] on [•], 2014, at [•], Irish time or, if later, as soon as possible after the conclusion or adjournment of the Fyffes special court-ordered meeting.

Q: What will the Chiquita shareholders receive as consideration in the combination?
A: At the effective time of the merger, each Chiquita common share issued and outstanding immediately prior to the merger will be cancelled and will automatically be converted into the right to receive one ChiquitaFyffes ordinary share, which is referred to in this proxy statement/prospectus as the “merger consideration.” Each ChiquitaFyffes ordinary share will be issued in accordance with, and subject to the rights and obligations of, the memorandum and articles of association of ChiquitaFyffes, which are expected to be amended and restated prior to the effective time in the form attached hereto as Annex D. For a comparison of the rights and privileges of a holder of shares of ChiquitaFyffes as compared to a holder of shares of Chiquita, see “Comparison of the Rights of Holders of Chiquita Common Shares and ChiquitaFyffes Ordinary Shares” beginning on page 205 of this proxy statement/prospectus. The one-for-one exchange ratio is fixed, and, as a result, the number of ChiquitaFyffes ordinary shares received by the Chiquita shareholders in the combination will not fluctuate up or down based on the market price of the Chiquita common shares or the Fyffes ordinary shares prior to the combination. It is expected that the ChiquitaFyffes ordinary shares will be listed on the New York Stock Exchange, or the NYSE, under the symbol “CQF.” Following the consummation of the combination, the Chiquita common shares will be delisted from the NYSE.

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Q: What will the Fyffes shareholders receive as consideration in the combination?
A: At the effective time of the scheme, the holder of each Fyffes ordinary share issued and outstanding immediately prior to completion of the scheme will obtain the right to receive from ChiquitaFyffes 0.1567 of a ChiquitaFyffes ordinary share, which is referred to in this proxy statement/prospectus as the “ChiquitaFyffes consideration.” Each ChiquitaFyffes ordinary share will be issued in accordance with, and subject to the rights and obligations of, the memorandum and articles of association of ChiquitaFyffes, which are expected to be amended and restated prior to the effective time in the form attached hereto as Annex D. For a comparison of the rights and privileges of a holder of shares of ChiquitaFyffes as compared to a holder of shares of Fyffes, see “Comparison of the Rights of Holders of Fyffes Ordinary Shares and ChiquitaFyffes Ordinary Shares” beginning on page 240 of this proxy statement/prospectus.

Since Irish law does not recognize fractional shares held of record, ChiquitaFyffes will not issue any fractions of ChiquitaFyffes ordinary shares to Fyffes shareholders in the combination. Instead, the total number of ChiquitaFyffes ordinary shares that any Fyffes shareholder would have been entitled to receive will be rounded down to the nearest whole number and all entitlements to fractional ChiquitaFyffes ordinary shares will be aggregated and sold by the exchange agent, with any sale proceeds being distributed in cash pro rata to the Fyffes shareholders whose fractional entitlements have been sold.

Following the consummation of the combination, Fyffes ordinary shares will be delisted from the Enterprise Securities Market and the Alternative Investment Market.

All Fyffes treasury shares will be cancelled immediately prior to the scheme becoming effective, and no ChiquitaFyffes consideration shares will be received in respect of such shares.

Q: What proposals are being voted on at the Chiquita special meeting and what shareholder vote is required to adopt those proposals?
A: (1) Proposal to adopt the transaction agreement and approve the merger:  The affirmative vote of a majority of votes cast by the holders of Chiquita common shares entitled to vote thereon.

(2) Proposal to reduce the share premium of ChiquitaFyffes to allow the creation of distributable reserves:  The affirmative vote of a majority of votes cast by the holders of Chiquita common shares entitled to vote thereon. This proposal is advisory as the capital reduction must be approved by a vote of the current shareholders of ChiquitaFyffes.

(3) Proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise relates to the proposed combination:  The affirmative vote of a majority of votes cast by the holders of Chiquita common shares entitled to vote thereon. This proposal is advisory and therefore not binding on the Chiquita board of directors.

(4) Proposal to approve the Amended Chiquita Stock and Incentive Plan:  The affirmative vote of a majority of votes cast by the holders of Chiquita common shares entitled to vote thereon.

(5) Proposal to adjourn the Chiquita special meeting, or any adjournments thereof, (i) to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the transaction agreement and approve the merger, (ii) to provide to the Chiquita shareholders in advance of the special meeting any supplement or amendment to the proxy statement/prospectus and/or (iii) to disseminate any other information which is material to the Chiquita shareholders voting at the special meeting, referred to as the “Chiquita adjournment proposal”: The affirmative vote of a majority of votes cast by the holders of Chiquita common shares entitled to vote thereon.

The merger and the scheme are not conditional on approval of proposals 2, 3, 4 or 5 described above.

As of the Chiquita record date, the directors and executive officers of Chiquita and their affiliates owned and were entitled to vote [•] Chiquita common shares, representing approximately [•]% of the Chiquita common shares outstanding on that date.

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Q: What proposals are being voted on at the Fyffes special meetings and what shareholder vote is required to adopt those proposals?
A: Fyffes Special Court-Ordered Meeting

Fyffes shareholders are being asked to vote on a proposal to approve the scheme at the Fyffes special court-ordered meeting. As set out in full under the section entitled “Part 2 — Explanatory Statement — Consents and Meetings” beginning on page 258 of this proxy statement/prospectus, the approval required at the special court-ordered meeting is a majority in number of the Fyffes shareholders of record casting votes on the proposal representing three-fourths (75 percent) or more in value of the Fyffes ordinary shares held by such holders, present and voting either in person or by proxy.

The merger and the scheme are conditional on approval of the scheme at the Fyffes special court-ordered meeting.

Fyffes Extraordinary General Meeting

Set forth below is a table summarizing certain information with respect to the EGM Resolutions:

     
EGM Resolution #   Resolution   Type of Resolution?   Combination Conditional on Approval of Resolution?
1   Approve the cancellation of any Fyffes ordinary shares in issue before 10.00 p.m., Irish time, on the last business day before the Irish High Court hearing to sanction the scheme.   Special   Yes
2   Amend the articles of association of Fyffes so that any ordinary shares of Fyffes that are issued on or after 10.00 p.m., Irish time, on the last day before the Irish High Court hearing to sanction the scheme (“the Cancellation Record Time”) are acquired by ChiquitaFyffes for the ChiquitaFyffes consideration.   Special   Yes
3   Authorize the directors of Fyffes to allot and issue new Fyffes shares, fully paid up, to ChiquitaFyffes in connection with effecting the scheme.   Ordinary   Yes
4   Approve the reduction of the share premium of ChiquitaFyffes resulting from the issuance of ChiquitaFyffes ordinary shares pursuant to the scheme and the merger, in order to create distributable reserves of ChiquitaFyffes.   Non-binding advisory resolution.   No

At the Fyffes EGM, the requisite approval of each of the EGM resolutions depends on whether it is a “special resolution” (EGM resolutions 1 and 2), which requires the approval by at least 75 percent of the votes cast by the holders of Fyffes ordinary shares present and voting, either in person or by proxy at the EGM, or an “ordinary resolution” (EGM resolution 3), which requires the approval by a majority of the votes cast by the holders of Fyffes ordinary shares present and voting, either in person or by proxy at the EGM. Resolution 4, which is a non-binding advisory resolution, requires the approval by a majority of the votes cast by the holders of Fyffes ordinary shares present and voting, either in person or by proxy.

As of the latest practicable date prior to the issue of this proxy statement/prospectus, the Fyffes directors and executive officers had the right to vote approximately [•]% of the Fyffes ordinary shares then outstanding and entitled to vote at the special court-ordered meeting and the EGM. The Fyffes directors and executive officers who are shareholders of Fyffes intend to vote “FOR” each of the proposals at the special court-ordered meeting and at the EGM.

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Q: Why are there two Fyffes special meetings?
A: Irish law requires that two separate shareholder meetings be held, the special court-ordered meeting and the EGM. Both meetings are necessary to cause the scheme of arrangement to become effective. At the special court-ordered meeting, Fyffes shareholders will be asked to approve the scheme. At the EGM, Fyffes shareholders will be asked to approve certain matters related to the scheme. For more detail on these matters, see “The Special Meetings of Fyffes Shareholders” beginning on page 53 of this proxy statement/prospectus.
Q: What constitutes a quorum?
A: Chiquita:  The holders of a majority of shares entitled to vote at the meeting present in person or by proxy will constitute a quorum for the transaction of business at the Chiquita special meeting. Chiquita’s inspector of election intends to treat as “present” for these purposes shareholders who have submitted properly executed or transmitted proxies that are marked “abstain.” The inspector will also treat as “present” broker non-votes (when the shareholder provides no instruction and the item is non-routine).

Fyffes:  The presence of three persons at both of the Fyffes special meetings, each being a holder of Fyffes ordinary shares as of 11.59 p.m. (Irish time) on [•], 2014, the record date for the Fyffes special meetings, a proxy for a holder of Fyffes ordinary shares as of 11.59 p.m. (Irish time) on the record date for the Fyffes special meetings or a duly authorized representative of a corporate holder of Fyffes ordinary shares as of 11.59 p.m. (Irish time) on the record date for the Fyffes special meetings, will constitute a quorum for the transaction of business at the respective Fyffes special meetings.

Q: Why am I being asked to approve the distributable reserves proposal?
A: Under Irish law, dividends may only be paid (and share repurchases and redemptions must generally be funded) out of “distributable reserves,” which ChiquitaFyffes will not have immediately following the completion of the combination. See “Creation of Distributable Reserves of ChiquitaFyffes” beginning on page 142 of this proxy statement/prospectus. This is so because the pre-combination reserves of Chiquita and Fyffes will instead be reflected in the share premium of ChiquitaFyffes resulting from the issuance of ChiquitaFyffes ordinary shares as part of the scheme and the merger. Shareholders of Chiquita and Fyffes are also being asked at their respective special meetings to approve the creation of distributable reserves of ChiquitaFyffes (through the reduction of the share premium account of ChiquitaFyffes), in order to permit ChiquitaFyffes to be able to pay dividends (and repurchase or redeem shares) after the combination, if and when its shareholders and/or its board of directors make a decision to do so.

The approval of the distributable reserves proposal is not a condition to the consummation of the combination. Accordingly, if shareholders of Chiquita approve the transaction agreement, and shareholders of Fyffes approve the scheme and Resolutions 1, 2 and 3 to be proposed at the EGM, but shareholders of Chiquita and/or Fyffes do not approve the distributable reserves proposal, and the combination is consummated, ChiquitaFyffes may not have sufficient distributable reserves to pay dividends (or to repurchase or redeem shares) following the combination. In addition, the creation of distributable reserves of ChiquitaFyffes requires the approval of the shareholders of ChiquitaFyffes and the confirmation of the Irish High Court. Although ChiquitaFyffes is not aware of any reason why the Irish High Court would not confirm the creation of distributable reserves, the issuance of the required order is a matter for the discretion of the Irish High Court. See “Risk Factors” beginning on page 27 of this proxy statement/prospectus and “Creation of Distributable Reserves of ChiquitaFyffes” beginning on page 142 of this proxy statement/prospectus.

Q: What are the recommendations of the Chiquita and Fyffes boards of directors regarding the proposals being put to a vote at their respective special meetings?
A: The Chiquita board of directors has unanimously approved the transaction agreement and determined that the terms of the combination will further the strategies and goals of Chiquita.

The Chiquita board of directors unanimously recommends that Chiquita shareholders vote:

“FOR” the proposal to adopt the transaction agreement and approve the merger;

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“FOR” the proposal to reduce the share premium of ChiquitaFyffes to allow the creation of distributable reserves;
“FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise relates to the proposed combination;
“FOR” the proposal to approve the Amended Chiquita Stock and Incentive Plan; and
“FOR” the Chiquita adjournment proposal.

See “The Combination — Recommendation of the Chiquita Board of Directors and Chiquita’s Reasons for the Combination” beginning on page 67 of this proxy statement/prospectus.

In considering the recommendation of the board of directors of Chiquita, you should be aware that certain directors and executive officers of Chiquita will have interests in the proposed combination that may be different from, or in addition to, the interests of Chiquita shareholders generally. See “The Combination — Interests of Certain Persons in the Combination — Chiquita” beginning on page 89 of this proxy statement/prospectus.

The Fyffes board of directors has unanimously approved the transaction agreement and determined that the terms of the transaction agreement and the combination contemplated by the transaction agreement, including the scheme, are fair and reasonable.

The Fyffes board of directors unanimously recommends that Fyffes shareholders vote:

“FOR” the scheme of arrangement at the special court-ordered meeting;
“FOR” the cancellation of any Fyffes ordinary shares in issue before 10:00 p.m., Irish time, on the last business day before the Irish High Court hearing to sanction the scheme;
“FOR” amendment of the articles of association of Fyffes so that any ordinary shares of Fyffes that are issued at or after 10.00 p.m., Irish time on the last day before the Cancellation Record Time are acquired by ChiquitaFyffes for the ChiquitaFyffes consideration;
“FOR” the authorization of the directors of Fyffes to allot and issue new Fyffes shares, fully paid up, to ChiquitaFyffes in connection with effecting the scheme; and
“FOR” the reduction of all of the share premium of ChiquitaFyffes resulting from the issuance of ChiquitaFyffes ordinary shares pursuant to the scheme of arrangement and the merger, in order to create distributable reserves of ChiquitaFyffes.

See “The Combination — Recommendation of the Fyffes Board of Directors and Fyffes Reasons for the Combination” beginning on page 70 of this proxy statement/prospectus.

In considering the recommendation of the board of directors of Fyffes, you should be aware that certain directors and executive officers of Fyffes will have interests that may be different from, or in addition to, the interests of Fyffes shareholders generally. See “The Combination — Interests of Certain Persons in the Combination — Fyffes” beginning on page 94 of this proxy statement/prospectus.

Q: When is the combination expected to be completed?
A: As of the date of this proxy statement/prospectus, the combination is expected to be completed before the end of 2014. However, no assurance can be provided as to when or if the combination will be completed. The required vote of Chiquita and Fyffes shareholders to adopt the required shareholder proposals at their respective special meetings, as well as the sanction and confirmation of the Irish High Court and the necessary regulatory consents and approvals, must first be obtained and other conditions specified in the conditions appendix must be satisfied or, to the extent applicable, waived.
Q: Why will the place of incorporation of ChiquitaFyffes be Ireland?
A: Chiquita and Fyffes decided that ChiquitaFyffes would be incorporated in Ireland, given:
Fyffes is an Irish corporation and we believe that its shareholders would wish to continue to hold shares in an Irish corporation;

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Ireland is a beneficial location considering Chiquita’s and Fyffes presence in markets outside the United States, particularly in Europe;
Ireland enjoys strong relationships as a member of the European Union, and has a long history of international investment and a good network of commercial, tax, and other treaties with the United States, the European Union and many other countries where both Fyffes and Chiquita have major operations; and
incorporating ChiquitaFyffes in Ireland, potentially, may result in enhanced global cash management and flexibility and associated financial benefits to the combined enterprise. These benefits may include increased global liquidity and free global cash flow among the various entities of the combined enterprise with fewer negative tax effects. Like many countries, Ireland generally taxes only profits that arise to Irish resident companies or to Irish branches. Accordingly, many active inter-company business operations can occur without negative tax effect. Because of these benefits, we expect that ChiquitaFyffes will be able to operate its businesses more easily and at lower cost, and also will have, over time, a lower worldwide effective tax rate than it would have had it been tax resident in a country that taxed income arising outside that country.

See “Risk Factors — Risks Relating to the Businesses of the Combined Company” beginning on page 29 of this proxy statement/prospectus.

Q: Who is entitled to vote?
A: Chiquita:  The board of directors of Chiquita has fixed a record date of [•  ], 2014 as the Chiquita record date. If you were a Chiquita shareholder of record as of the close of business on the Chiquita record date, you are entitled to receive notice of and to vote at the Chiquita special meeting and any adjournments thereof.

If you hold shares as of the record date through a bank, broker or other nominee, you must follow the instructions provided by your bank, broker or other nominee in order to vote your shares.

Fyffes:  The Irish High Court has fixed a record date of 11.59 p.m. on [•], 2014 as the record date for the special court-ordered meeting. The board of directors of Fyffes has fixed the same record date of 11.59 p.m. on [•], 2014 as the record date for the EGM. If you are a Fyffes shareholder who held Fyffes shares on the Fyffes record date, you are entitled to vote at the Fyffes special meetings and any adjournments thereof.

Q: What if I sell my Chiquita common shares before the Chiquita special meeting or my Fyffes ordinary shares before the Fyffes special meetings?
A: Chiquita:  The Chiquita record date is earlier than the date of the Chiquita special meeting and the date that the combination is expected to be completed. If you transfer your shares after the Chiquita record date but before the Chiquita special meeting, you will retain your right to vote at the Chiquita special meeting, but will have transferred the right to receive ChiquitaFyffes ordinary shares pursuant to the combination. In order to receive the ChiquitaFyffes ordinary shares, you must hold your shares through completion of the combination.

Fyffes:  The Fyffes record date is also earlier than the date of the Fyffes special meetings and the date that the combination is expected to be completed. If you transfer your shares after the Fyffes record date but before the Fyffes special meetings, you will retain your right to vote at the Fyffes special meetings, but will have transferred the right to receive the ChiquitaFyffes consideration. In order to receive the ChiquitaFyffes consideration, you must hold your shares through completion of the combination.

Q: How do I vote?
A: Chiquita:  If you are a Chiquita shareholder of record, you may vote your shares at the Chiquita special meeting in one of the following ways:
by mailing your completed and signed proxy card in the enclosed return envelope;
by voting by telephone or over the Internet as instructed on the enclosed proxy card; or

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by attending the Chiquita special meeting and voting in person.

If you hold your Chiquita common shares through a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee in order to instruct them on how to vote such shares.

Fyffes:  If you are a Fyffes shareholder of record, you may vote your shares at the Fyffes special meetings in one of the following ways:

by appointing (either electronically or by returning a complete form of proxy card) the chairman or another person as a proxy to vote on your behalf;
by appointing a proxy via the CREST System if you hold your shares in CREST; or
by attending the applicable Fyffes special meeting and voting in person.

If you are a joint holder of Fyffes shares, you may vote, but if your other joint holder(s) vote(s), the vote of the senior, whether in person or by proxy, shall be accepted to the exclusion of the other joint holder(s); and for this purpose, seniority will be determined by the order in which the names stand in the register of members.

Q: If my Chiquita shares are held in “street name” by my bank, broker or other nominee will my bank, broker or other nominee automatically vote my shares for me?
A: No. Your bank, broker or other nominee will not vote your shares if you do not provide your bank, broker or other nominee with a signed voting instruction form with respect to your shares, such failure to vote being referred to as a “broker non-vote.” Therefore, you should instruct your bank, broker or other nominee to vote your shares by following the directions your bank, broker or other nominee provides.

Broker non-votes are shares held by a bank, broker or other nominee that are present in person or represented by proxy at the special meetings, but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal. Because banks, brokers and other nominees do not have discretionary voting authority with respect to any of the proposals, if a beneficial owner of Chiquita common shares or Fyffes ordinary shares held in “street name” does not give voting instructions to the bank, broker or other nominee for any proposals, then those shares will not be counted as votes cast for or against any of the proposals. These broker non-votes will, however, be counted for the purpose of determining whether a quorum is present at the Chiquita special meeting and the Fyffes special meetings.

See “The Special Meeting of Chiquita’s Shareholders — Voting Shares Held in Street Name” beginning on page 51 of this proxy statement/prospectus.

Q: If my Fyffes shares are held in “CREST”, how do I vote at the Fyffes special meetings?
A: If you hold your Fyffes shares through CREST and you wish to appoint a proxy or proxies through the CREST electronic proxy appointment service you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (“EUI”) and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Services (Ireland) Limited (ID 3RA50) no later than 48 hours before the time set for the meeting (or if the meeting is adjourned for any reason, 48 hours before the time set for the relevant adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare Services (Ireland) Limited is able to retrieve the message by enquiry to

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CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. As a CREST member, it is your responsibility to take (or, if you are a CREST personal member or sponsored member or have appointed a voting service provider(s), to procure that your CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Fyffes may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended).

See “The Special Meetings of Fyffes Shareholders — Voting by CREST Members” beginning on page 56 of this proxy statement/prospectus.

Q: How many votes do I have?
A: Chiquita:  You are entitled to one vote for each Chiquita common share that you owned as of the close of business on the Chiquita record date. As of the close of business on the Chiquita record date, [•] Chiquita common shares were outstanding and entitled to vote at the special meeting.

Fyffes:  You are entitled to one vote for each Fyffes ordinary share that you owned on the Fyffes record date. As of [•], 2014, being the latest practicable date prior to the printing of the proxy statement/prospectus, [•] Fyffes ordinary shares were outstanding and entitled to vote at the special court-ordered meeting and at the EGM.

Q: What if I hold shares in both Chiquita and Fyffes?
A: If you are a shareholder of both Chiquita and Fyffes, you will receive two separate packages of proxy materials. A vote as a Chiquita shareholder for the proposal to adopt the transaction agreement will not constitute a vote as a Fyffes shareholder for the proposal to approve the scheme of arrangement, or vice versa. THEREFORE, PLEASE MARK, SIGN, DATE AND RETURN ALL PROXY CARDS THAT YOU RECEIVE, WHETHER FROM CHIQUITA OR FYFFES, OR SUBMIT A SEPARATE PROXY AS BOTH A CHIQUITA AND A FYFFES SHAREHOLDER FOR EACH SPECIAL MEETING.
Q: Should I send in my stock certificates now?
A: No. Chiquita and Fyffes shareholders should keep their existing stock certificates at this time. If you are a holder of Fyffes shares, unless otherwise agreed by Chiquita and Fyffes, you will receive as soon as reasonably practicable on or around the time the combination is expected to become effective, written instructions for exchanging your stock certificates for ChiquitaFyffes ordinary shares and cash in lieu of fractional shares. If you are a holder of Chiquita shares, after the combination is completed, you will, when applicable, receive written instructions for exchanging your stock certificates for ChiquitaFyffes ordinary shares. Prior to the completion of the combination, the parties will mutually agree and implement additional arrangements for the exchange of shares held by Fyffes shareholders for ChiquitaFyffes ordinary shares. Details with respect to such arrangements will be provided to you prior to the completion of the combination.
Q: What do I need to do now?
A: If you are entitled to vote at a special meeting of your company’s shareholders, you can vote in person by completing a ballot at the special meeting, or you can vote by proxy before the special meetings. Even if you plan to attend your company’s special meeting(s), we encourage you to vote by proxy before the special meeting. After carefully reading and considering the information contained in this proxy statement/prospectus, including the Annexes and the documents incorporated by reference, please submit your proxy in accordance with the instructions set forth on the relevant enclosed proxy card, or mark,

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sign and date the relevant proxy card, and return it in the enclosed prepaid envelope as soon as possible so that your shares may be voted at your company’s relevant special meeting(s). In this way, you will be able to instruct the persons identified as your proxy to vote your shares at your company’s relevant special meeting as directed by you.

If you are a shareholder of record and you sign and send in your proxy card but do not indicate how you want to vote, your proxy will be voted “FOR” each of the proposals.

If you hold your Chiquita common shares through a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee when instructing them on how to vote your Chiquita common shares or Fyffes ordinary shares.

Q: I am a Chiquita shareholder. May I change my vote after I have mailed my signed proxy card or voted by telephone or over the Internet?
A: Yes, you may change your vote at any time before your proxy is voted at the Chiquita special meeting. You can do this in one of four ways:
timely deliver a valid later-dated proxy by mail;
before the Chiquita special meeting, provide written notice that you have revoked your proxy to the secretary of Chiquita, so that it is received prior to midnight on the night before the special meeting at the following address:

Chiquita Brands International, Inc.
550 South Caldwell Street,
Charlotte, North Carolina 28202
Attention: James E. Thompson, Corporate Secretary

submit revised voting instructions by telephone or over the Internet by following the instructions set forth on the proxy card; or
attend the special meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy or change your voting instructions; you must vote by ballot at the meeting to change your vote.

If you have instructed a bank, broker or other nominee to vote your shares, you must follow directions received from your bank, broker or other nominee to change your vote or revoke your proxy.

Q: I am a Fyffes shareholder. May I change my vote after I have appointed a proxy?
A: If you hold your Fyffes shares in certificated form you may change your vote at any time before your proxy is voted at the Fyffes special court-ordered meeting or the Fyffes EGM. You can do this in one of three ways:
signing and returning by mail a proxy card with a later date so that it is received prior to the latest date for receipt of proxies at the applicable special meeting;
before the relevant special meeting, provide written notice that you have revoked your proxy to the secretary of Fyffes, so that it is received prior to midnight on the night before the special meeting at the following address:

Fyffes plc
29 North Anne Street
Dublin 7, Ireland
Attention: Seamus Keenan, Company Secretary

attend the special meetings and vote in person. Simply attending the meetings, however, will not revoke your proxy or change your voting instructions; you must vote by ballot at the relevant meeting to change your vote or revoke your proxy by handing a notice of revocation to the Chairman of the meeting.

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If you hold your Fyffes shares in uncertificated form in CREST, you may change your vote at any time before your proxy is voted at the Fyffes special court-ordered meeting or the Fyffes EGM in one of two ways:

by attending the meetings in person. Simply attending the meetings, however, will not revoke your proxy or change your voting instructions; you must vote by ballot at the relevant meeting to change your vote; or
by amending your proxy instruction in the manner prescribed by CREST, such amendment to be received by Computershare Services (Ireland) Limited no later than 48 hours before the time fixed for the relevant meeting.
Q: Who can help answer my questions?
A: If you have questions about the combination, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should, if you are a Chiquita shareholder, contact the proxy solicitation agent for Chiquita, or, if you are a Fyffes shareholder, contact Fyffes company registrar or the company secretary.

If you are a Chiquita shareholder, you should contact Alliance Advisors, LLC, the proxy solicitation agent for Chiquita, by mail at 200 Broadacres Drive, 3rd Floor, Bloomfield, New Jersey 07003, Attention: Domenick de Robertis, by telephone toll free at (855) 976-3330 (banks and brokers may call collect at (973) 873-7721) or by email at cqb@allianceadvisorsllc.com. If your Chiquita shares are held by a broker, bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are a Fyffes shareholder, you should contact Computershare (Ireland) Limited, Fyffes company registrar, by telephone at +353 1 216 310 or the company secretary in writing at the address set out above.

Q: Where can I find more information about Chiquita and Fyffes?
A: You can find more information about Chiquita and Fyffes from various sources described under “Where You Can Find More Information” beginning on page 253 of this proxy statement/prospectus.

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SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and may not contain all of the information that may be important to you. Accordingly, you should read carefully this entire proxy statement/prospectus, including the Annexes and the documents referred to or incorporated by reference in this proxy statement/prospectus. The page references have been included in this summary to direct you to a more complete description of the topics presented below. See also the section entitled “Where You Can Find More Information” beginning on page 253 of this proxy statement/prospectus.

Information about the Companies (Page 119)

Chiquita Brands International, Inc.

Chiquita is a New Jersey corporation which is currently listed (ticker symbol: CQB) on the NYSE. Chiquita is a leading international marketer and distributor of bananas, salads, other fruits and healthy snacking products. The company markets its products under the Chiquita® and Fresh Express® brands and other related trademarks. With annual revenues of in excess of $3 billion, Chiquita employs approximately 20,000 people and has operations in nearly 70 countries worldwide. Chiquita’s principal executive offices are located at 550 South Caldwell Street, Charlotte, North Carolina 28202, and its telephone number is (980) 636-5000.

Fyffes plc

Fyffes is a leading international importer and distributor of tropical produce. With annual turnover in excess of $1.5 billion (including Fyffes share of its joint ventures’ revenue of $342 million), it is headquartered in Dublin, Ireland and has operations in Europe, the U.S., Central and South America and has begun operations in Asia. Fyffes activities include the production, procurement, shipping, ripening, distribution and marketing of bananas, pineapples and melons. It markets its produce under a variety of trademarks including the Fyffes® and Sol® brands and employs over 12,000 people worldwide. Fyffes principal executive offices are located at 29 North Anne Street, Dublin 7, Ireland, and its telephone number is +353(1) 887-2700.

ChiquitaFyffes Limited

ChiquitaFyffes is a private limited company incorporated in Ireland (registered number 540116), formed on February 25, 2014 for the purpose of holding Fyffes and Chiquita as direct or indirect wholly owned subsidiaries following completion of the combination. To date, ChiquitaFyffes has not conducted any activities other than those incidental to its formation, the execution of the transaction agreement and the preparation of applicable filings under the U.S. securities laws and regulatory filings made in connection with the proposed combination.

Prior to the completion of the combination, ChiquitaFyffes will be re-registered as a public limited company and renamed “ChiquitaFyffes plc”. Following the consummation of the combination, Fyffes will be a wholly owned subsidiary of ChiquitaFyffes and Chiquita will be an indirect wholly owned subsidiary of ChiquitaFyffes. Immediately following the combination, based on the number of Chiquita and Fyffes shares outstanding as of the record date, the former shareholders of Chiquita are expected to own approximately 50.7% of ChiquitaFyffes and the former shareholders of Fyffes are expected to own approximately 49.3% of ChiquitaFyffes, on a fully diluted basis.

At and as of the effective time of the combination, which is referred to in this proxy statement/prospectus as the “effective time,” it is expected that ChiquitaFyffes will be a publicly traded company listed on the NYSE under the ticker symbol “CQF.” ChiquitaFyffes’ principal executive offices are located at Riverside One, Sir John Rogerson’s Quay, Dublin 2, Ireland, and its telephone number is +353(1) 829-0000.

CBII Holding Corporation

Delaware Sub is a company incorporated in Delaware and a direct wholly owned subsidiary of ChiquitaFyffes, formed on March 4, 2014. To date, Delaware Sub has not conducted any activities other than those incident to its formation, the execution of the transaction agreement and the preparation of applicable filings under the U.S. securities laws and regulatory filings made in connection with the proposed

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combination. After completion of the combination, Delaware Sub will serve as the immediate parent company of Chiquita. Delaware Sub’s principal executive offices are located at 550 South Caldwell Street, Charlotte, North Carolina 28202 and its telephone number is (980) 636-5000.

Chicago Merger Sub, Inc.

Merger Sub is a company incorporated in New Jersey and a direct wholly owned subsidiary of Delaware Sub, formed on March 4, 2014. To date, Merger Sub has not conducted any activities other than those incident to its formation, the execution of the transaction agreement and the preparation of applicable filings under the U.S. securities laws and regulatory filings made in connection with the proposed combination. Merger Sub’s principal executive offices are located at 550 South Caldwell Street, Charlotte, North Carolina 28202 and its telephone number is (980) 636-5000.

The Combination (Page 58)

On March 10, 2014, Chiquita, Fyffes, ChiquitaFyffes, Delaware Sub and Merger Sub entered into the transaction agreement.

Subject to the terms and conditions of the transaction agreement, ChiquitaFyffes will acquire Fyffes by means of a scheme of arrangement, as described in this proxy statement/prospectus. A “scheme” or a “scheme of arrangement” is an Irish statutory procedure pursuant to the Companies Act 1963 under which the Irish High Court may sanction, and thus bind, a company and its shareholders to an arrangement between the company and some or all of its shareholders. In the context of the combination, the scheme involves the cancellation of all of the shares of Fyffes which are not already owned by ChiquitaFyffes or any of its affiliates, and the issuance of new ChiquitaFyffes ordinary shares by ChiquitaFyffes to the applicable shareholders in consideration of that cancellation. New shares of Fyffes are then issued directly to ChiquitaFyffes. At the completion of the combination, the holder(s) of each Fyffes ordinary share (other than those held by Chiquita or any of its affiliates) will be entitled to receive 0.1567 of a ChiquitaFyffes ordinary share. As a result of the combination, based on the number of outstanding shares of Chiquita and Fyffes as of the record dates, Fyffes shareholders are expected to hold approximately 49.3% of the ChiquitaFyffes ordinary shares, on a fully diluted basis, after giving effect to the scheme and the merger.

Immediately following implementation of the scheme, Merger Sub will be merged with and into Chiquita, with Chiquita surviving the merger as an indirect wholly owned subsidiary of ChiquitaFyffes. Each share of common stock of Merger Sub issued and outstanding will be cancelled and converted into one outstanding share of Chiquita with Merger Sub then ceasing to exist. Pursuant to the transaction agreement, each Chiquita common share outstanding immediately prior to the effective time of the merger will be cancelled and automatically converted into the right to receive one ChiquitaFyffes ordinary share. Based on the number of outstanding shares of Chiquita and Fyffes as of the record date, Chiquita shareholders are expected to hold approximately 50.7% of the ChiquitaFyffes ordinary shares, on a fully diluted basis, after giving effect to the scheme and the merger.

Based on the number of Chiquita common shares and Fyffes ordinary shares outstanding as of the record date, the total number of ChiquitaFyffes ordinary shares expected to be issued pursuant to the combination and delivered to the Chiquita and Fyffes shareholders (assuming no Chiquita or Fyffes stock options are exercised and no share awards vest between the record date and the completion of the combination other than those scheduled to vest in 2014, net of shares withheld for taxes) will be approximately [•].

Chiquita reserves the right, subject to the prior written approval of the Irish Takeover Panel (the “Panel”), to effect the combination by way of a takeover offer, as an alternative to the scheme, in the circumstances described in and subject to the terms of the transaction agreement. In such event, such takeover offer will be implemented on terms and conditions that are at least as favorable to Fyffes shareholders (except for an acceptance condition set at 80 percent of the nominal value of the Fyffes shares to which such offer relates and which are not already beneficially owned by Chiquita) as those which would apply in relation to the scheme, among other requirements.

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Form of the Combination (Page 120)

Upon the completion of the combination, each of Chiquita and Fyffes will be wholly owned subsidiaries of ChiquitaFyffes. The following diagrams illustrate in simplified terms the current structure of Chiquita and Fyffes and the structure of ChiquitaFyffes following the consummation of the combination.

Pre-Combination Structure

[GRAPHIC MISSING]

Post-Combination Structure

[GRAPHIC MISSING]

ChiquitaFyffes Consideration to Fyffes Shareholders (Page 120) and Merger Consideration to Chiquita Shareholders (Page 120)

As a result of the combination, (i) the holders of each outstanding Chiquita common share will have the right to receive one ChiquitaFyffes ordinary share and (ii) the holders of each outstanding Fyffes ordinary share will have the right to receive 0.1567 of a ChiquitaFyffes ordinary share.

Since Irish law does not recognize fractional shares held of record, ChiquitaFyffes will not issue any fractions of ChiquitaFyffes ordinary shares to Fyffes shareholders in this combination. Instead, the total number of ChiquitaFyffes ordinary shares that any Fyffes shareholder would have been entitled to receive will be rounded down to the nearest whole number and all entitlements to fractional ChiquitaFyffes ordinary shares will be aggregated and sold by the exchange agent, with any sale proceeds being distributed in cash pro rata to the Fyffes shareholders whose fractional entitlements have been sold.

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Treatment of Chiquita Stock Options and Other Chiquita Equity-Based Awards (Page 121)

As a result of the combination, each outstanding compensatory option to acquire a Chiquita common share will be converted into an option to acquire one ChiquitaFyffes ordinary share, at the same exercise price per share and on the same terms and conditions as applied to the corresponding Chiquita option prior to the combination. Restricted Chiquita stock units (i.e., compensatory rights to receive, upon vesting, Chiquita common shares) and deferred share awards will also be converted in the combination into restricted ChiquitaFyffes units on a one for one basis and will be subject to the same terms and conditions as applied to the corresponding restricted Chiquita stock units prior to the combination, except that restricted Chiquita stock units which are subject to performance-based vesting criteria shall be converted into time-vesting restricted ChiquitaFyffes units, with the number of ChiquitaFyffes ordinary shares eligible to be acquired pursuant to such units based on the number of Chiquita common shares which would have been acquired at the target level of performance under the corresponding restricted Chiquita stock units. The time vesting schedule for such restricted ChiquitaFyffes units shall correspond to the vesting schedule of the corresponding restricted Chiquita stock units.

Treatment of Fyffes Stock Options and Other Fyffes Equity-Based Awards (Page 120)

Treatment of Fyffes Stock Options

When the closing occurs, each Fyffes option will be assumed by ChiquitaFyffes and converted into an option to acquire a number of ChiquitaFyffes ordinary shares based on the exchange ratio, rounded down to the nearest share. The converted options will have the same terms and conditions as were applicable to the Fyffes options before the completion of the combination, although any performance-based vesting conditions will be deemed satisfied, and the options will remain subject to any outstanding time-based vesting conditions. To the extent necessary to minimize the risk that the combination could constitute a change in control under the agreements governing Chiquita’s indebtedness or its benefits plans, Fyffes will cancel the number of Fyffes options as is necessary to prevent that from occurring. In light of this cancellation, the holders will be entitled to receive an amount in cash equal to the difference between (a) the value of an underlying Fyffes ordinary share at the time of the scheme and (b) the exercise price payable pursuant to such Fyffes option, less (c) applicable taxes.

In accordance with the terms of the Fyffes 2007 Share Option Scheme, as amended in connection with the combination, no Fyffes options may be exercised until seven days following completion of the combination. A committee of the Fyffes board of directors may, with the prior written consent of a committee composed of one representative from Fyffes and one representative from Chiquita, waive, subject to the limitations contained in the transaction agreement, the restriction described in the preceding sentence in respect of all or some Fyffes options.

Treatment of Other Fyffes Equity-Based Awards

When the closing occurs, each Fyffes share award will be assumed by ChiquitaFyffes and converted into the right to receive a number of shares of ChiquitaFyffes, on the same terms and conditions that applied to the Fyffes share award before the closing.

Comparative Per Share Market Price Data and Dividend Information (Page 190)

Chiquita common shares are listed on the NYSE under the symbol “CQB.” Fyffes ordinary shares are listed on the Enterprise Securities Market, or ESM, under the symbol “FFY: Dublin” and the Alternative Investment Market, or AIM, under the symbol “FFY: London.” The following table shows the closing prices of Chiquita common shares and Fyffes ordinary shares as reported on the NYSE and the ESM, respectively, on March 7, 2014, the last trading day before the transaction agreement was announced, and on [•], 2014, the last practicable day before the printing of this proxy statement/prospectus. This table also shows the equivalent value of the consideration per Fyffes ordinary share, which was calculated by multiplying the closing price of Chiquita common shares as of the specified date by the exchange ratio of 0.1567.

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  Chiquita Common Shares   Fyffes Ordinary Shares   Equivalent Value of Combination Consideration
Per Fyffes Ordinary Share
March 7, 2014   $ 10.84     0.89     $ 1.70  
[•], 2014   $ [•]     [•]     $ [•]  

Recommendation of the Chiquita Board of Directors and Chiquita’s Reasons for the Combination (Page 67)

The board of directors of Chiquita has unanimously approved the transaction agreement and determined that the terms of the combination will further the strategies and goals of Chiquita.

The Chiquita board of directors unanimously recommends that Chiquita shareholders vote:

“FOR” the proposal to adopt the transaction agreement and approve the merger;
“FOR” the proposal to reduce the share premium of ChiquitaFyffes to allow the creation of distributable reserves;
“FOR” the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise relates to the proposed combination;
“FOR” the proposal to approve the Amended Chiquita Stock and Incentive Plan; and
“FOR” the proposal to approve any motion to adjourn the special meeting, or any adjournments thereof, to another time or place if necessary or appropriate (i) to solicit additional proxies if there are insufficient votes at the time of the Chiquita special meeting to adopt the transaction agreement, (ii) to provide to Chiquita shareholders in advance of the Chiquita special meeting any supplement or amendment to the proxy statement/prospectus or (iii) to disseminate any other information which is material to Chiquita shareholders voting at the Chiquita special meeting.

The Chiquita board of directors considered many factors in (x) making its determination that the terms of the merger and the scheme are advisable, consistent with, and in furtherance of, the strategies and goals of Chiquita and are fair to and in the best interests of Chiquita and its shareholders and (y) recommending adoption of the transaction agreement by the Chiquita shareholders. For a more complete discussion of these factors, see “The Combination — Recommendation of the Chiquita Board of Directors and Chiquita’s Reasons for the Combination,” beginning on page 67 of this proxy statement/prospectus.

In considering the recommendation of the board of directors of Chiquita, you should be aware that certain directors and executive officers of Chiquita will have interests in the proposed combination in addition to interests they might have as shareholders. See “The Combination — Interests of Certain Persons in the Combination — Chiquita” beginning on page 89 of this proxy statement/prospectus.

Opinions of Chiquita’s Financial Advisors (Page 76)

Goldman Sachs

Goldman, Sachs & Co., which we refer to in this proxy statement/prospectus as Goldman Sachs, delivered its opinion to Chiquita’s board of directors that, as of March 10, 2014 and based upon and subject to the factors and assumptions set forth therein, the merger consideration pursuant to the transaction agreement was fair from a financial point of view to the holders (other than Fyffes and its affiliates) of Chiquita common shares.

The full text of the written opinion of Goldman Sachs, dated March 10, 2014, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex E. Goldman Sachs provided its opinion for the information and assistance of Chiquita’s board of directors in connection with its consideration of the combination. The Goldman Sachs opinion is not a recommendation as to how any holder of Chiquita

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common shares should vote with respect to the combination or any other matter. Pursuant to an engagement letter between Chiquita and Goldman Sachs, Chiquita has agreed to pay Goldman Sachs a transaction fee of approximately $4 million, the principal portion of which is contingent upon consummation of the combination. See “The Combination — Opinions of Chiquita’s Financial Advisors — Goldman Sachs” beginning on page 76 of this proxy statement/prospectus.

Wells Fargo Securities

On March 9, 2014, Wells Fargo Securities, LLC, which we refer to in this proxy statement/prospectus as “Wells Fargo Securities,” rendered its oral opinion to the Chiquita board of directors (which was confirmed in writing by delivery of Wells Fargo Securities’ written opinion addressed to the Chiquita board of directors dated March 9, 2014), as to, as of March 9, 2014, the fairness, from a financial point of view, to the holders of Chiquita common shares (other than Fyffes and its affiliates) of the merger consideration in the combination, which, for purposes of Wells Fargo Securities’ analyses and opinion, was defined as the merger after giving effect to the scheme, pursuant to the transaction agreement.

Wells Fargo Securities’ opinion was for the information of the Chiquita board of directors (in its capacity as such) in connection with its evaluation of the combination. Wells Fargo Securities’ opinion only addressed the fairness, from a financial point of view, to the holders of Chiquita common shares (other than Fyffes and its affiliates) of the merger consideration in the combination pursuant to the transaction agreement and did not address any other terms, aspects or implications of the combination or any agreements, arrangements or understandings entered into in connection therewith or otherwise. The summary of Wells Fargo Securities’ opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex F to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Wells Fargo Securities in connection with the preparation of its opinion. However, neither Wells Fargo Securities’ opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, a recommendation as to or otherwise address how the members of the Chiquita board of directors, the holders of Chiquita common shares or any other person should vote or act in respect to any matter relating to the combination or otherwise. See “The Combination — Opinions of Chiquita’s Financial Advisors — Wells Fargo Securities” beginning on page 82 of this proxy statement/prospectus.

Recommendation of the Fyffes Board of Directors and Fyffes Reasons for the Combination (Page 70)

The Fyffes board of directors has unanimously approved the transaction agreement and determined that the transaction agreement, the transactions contemplated by the transaction agreement and the terms of the scheme are fair and reasonable.

The Fyffes board of directors unanimously recommends that Fyffes shareholders vote:

“FOR” the scheme of arrangement at the special court-ordered meeting;
“FOR” the cancellation of any Fyffes ordinary shares in issue before 10:00 p.m., Irish time, on the last business day before the Irish High Court hearing to sanction the scheme;
“FOR” the amendment of the articles of association of Fyffes so that any ordinary shares of Fyffes that are issued on or after the Cancellation Record Time are acquired by ChiquitaFyffes for the ChiquitaFyffes consideration;
“FOR” the authorization of the directors of Fyffes to allot and issue new Fyffes shares, fully paid up, to ChiquitaFyffes in connection with effecting the scheme; and
“FOR” the reduction of the share premium of ChiquitaFyffes resulting from the issuance of ChiquitaFyffes shares pursuant to the scheme and the merger in order to create distributable reserves of ChiquitaFyffes.

The Fyffes board of directors considered many factors in making its determination that the transaction agreement, the transactions contemplated thereby and the terms of the scheme were fair and reasonable. For a

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more complete discussion of these factors, see “The Combination — Recommendation of the Fyffes Board of Directors and Fyffes Reasons for the Combination” beginning on page 70 of this proxy statement/prospectus.

In considering the recommendation of the board of directors of Fyffes, you should be aware that certain directors and executive officers of Fyffes will have interests in the proposed combination in addition to interests they might have as shareholders. See “The Combination — Interests of Certain Persons in the Combination — Fyffes” beginning on page 94 of this proxy statement/prospectus.

Interests of Certain Persons in the Combination (Page 89)

Chiquita

In considering the recommendation of the board of directors of Chiquita, you should be aware that certain directors and executive officers of Chiquita will have interests in the proposed combination that are different from, or in addition to, interests of shareholders of Chiquita generally and which may create potential conflicts of interest. The board of directors of Chiquita was aware of these interests and considered them when evaluating and negotiating the transaction agreement and the combination and in recommending to Chiquita shareholders that they adopt the transaction agreement and approve the merger.

These interests include:

The receipt by the directors and executive officers of Chiquita of ChiquitaFyffes ordinary shares in the combination in respect of Chiquita common shares held by those directors and executive officers on the same terms as other shareholders;
The conversion of Chiquita options and restricted stock units (including deferred share awards) held by directors and executive officers of Chiquita into comparable awards with respect to ChiquitaFyffes ordinary shares;
The conversion of performance vesting restricted stock units with respect to Chiquita shares held by the executive officers of Chiquita into time vesting ChiquitaFyffes restricted stock units (at the target level of performance), eliminating the requirement to attain performance goals with respect to the awards;
Continued coverage of Chiquita’s executive officers under Chiquita’s executive officer severance plan (which would provide Chiquita’s executive officers with severance benefits in the event of certain terminations of employment, including certain terminations in connection with the combination);
The entry into retention and enhanced severance arrangements by certain of Chiquita’s executive officers;
The payment by Chiquita, including to its executive officers, of an annual bonus with respect to 2014 at the target level of performance (if the combination is completed in 2014) or the payment by Chiquita of an annual bonus with respect to 2015 at the target level of performance if the combination is completed in 2015, in which case the 2014 bonus will be based on actual achievement of the applicable 2014 performance goals;
Distribution to any current Chiquita directors who do not continue on as a director of ChiquitaFyffes of his or her vested deferred compensation balances; and
Chiquita’s directors and executive officers are entitled to continued indemnification and insurance coverage under the transaction agreement.

See “The Combination — Interests of Certain Persons in the Combination — Chiquita,” beginning on page 89 of this proxy statement/prospectus.

Fyffes

In considering the recommendation of the board of directors of Fyffes, you should be aware that certain directors and executive officers of Fyffes will have interests in the proposed combination in addition to interests they might have as shareholders.

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These interests include:

The receipt by the directors of Fyffes of ChiquitaFyffes ordinary shares in the transaction in respect of Fyffes common shares held by those directors on the same terms as other shareholders;
The conversion of Fyffes options held by executive directors of Fyffes into comparable awards with respect to ChiquitaFyffes ordinary shares;
The offers of employment from ChiquitaFyffes to the Fyffes executive directors;
The payment to Fyffes executive directors of an annual bonus with respect to 2014 at the target level of performance (if the combination is completed in 2014) or the payment to Fyffes executive directors of an annual bonus with respect to 2015 at the target level of performance if the combination is completed in 2015, in which case the 2014 bonus will be based on actual achievement of the applicable 2014 performance goals;
Mr. McCann is a director of Balkan Investment Company and certain of its subsidiaries. Balkan Investment Company and certain of its subsidiaries own approximately 12.5% of the ordinary shares of Fyffes;

Mr. Johnston is the Chief Strategy Officer of The InterTech Group Inc., which is related to The Article 6 Marital Trust created under the First Amended and Restated Jerry Zucker Revocable Trust which owns approximately 13.1% of the ordinary shares of Fyffes; and
Fyffes directors and executive officers are entitled to continued indemnification and insurance coverage under the transaction agreement.

For more information, see “The Combination — Interests of Certain Persons in the Combination — Fyffes” beginning on page 94 of this proxy statement/prospectus.

In connection with the consummation of the combination, Fyffes may pay transaction bonuses to certain of its employees of up to $1,000,000 in the aggregate and retention bonuses to certain of its employees of up to $300,000 in the aggregate.

Under the transaction agreement, ChiquitaFyffes is obligated to offer employment to each of Messrs. McCann, Bos and Murphy, who will serve as ChiquitaFyffes’ chief executive officer, chief operating officer of fresh fruit, and chief financial officer, respectively. The offers of employment will generally include compensation and employment terms that the parties believe are consistent with industry norms.

Board of Directors and Management after the Combination (Page 99)

Board of Directors

The transaction agreement provides that the board of directors of ChiquitaFyffes after the combination will have 13 members consisting of (i) six individuals designated by Chiquita, (ii) six individuals designated by Fyffes and (iii) one individual appointed by mutual consent of Chiquita and Fyffes (and if such individual has not been appointed as of the completion of the combination, such individual will be appointed by the respective designees of Chiquita and Fyffes), provided that no more than one designee (in the case of Chiquita) and two designees (in the case of Fyffes) shall not qualify as an “independent” director within the rules of the NYSE for persons serving on an audit or compensation committee.

As of the date of this proxy statement/prospectus, Chiquita has not finally determined which individuals will be elected to the board of directors of ChiquitaFyffes, except that Mr. Lonergan will be the chairman of ChiquitaFyffes. All other designees of Chiquita will be chosen from its existing directors. Fyffes presently expects its designees to include Messrs. McCann and Murphy and certain other existing directors of Fyffes. Biographical information with respect to Messrs. Lonergan McCann and Murphy is set forth in “The Combination — Board of Directors and Management after the Combination — Board of Directors,” beginning on page 99 of this proxy statement/prospectus.

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Committees of the ChiquitaFyffes Board

The ChiquitaFyffes board of directors is expected to form the following board committees: Audit; Compensation & Organization Development; Nominating & Governance; and Food Safety, Technology & Sustainability.

Each board committee will be composed of an equal number of Chiquita and Fyffes directors, plus, if determined jointly by Chiquita and Fyffes, any person so designated who qualifies as an “independent” director and is not a designee of either Chiquita or Fyffes. The actual members of such committees have not been determined.

Management

The ChiquitaFyffes senior management team after the scheme and the merger is expected to be led by members of both Chiquita and Fyffes as follows:

David McCann — Chief Executive Officer.  Mr. McCann serves as Chairman of Fyffes.

Tom Murphy — Chief Financial Officer.  Mr. Murphy serves as Finance Director of Fyffes.

Coen Bos — Chief Operating Officer — Fresh Fruit.  Mr. Bos serves as Chief Operating Officer of Fyffes.

Brian Kocher — Chief Operating Officer — Salads & Healthy Snacks.  Mr. Kocher serves as Executive Vice President and Chief Operating Officer of Chiquita.

Kevin Holland — Chief Administrative Officer.  Mr. Holland serves as Executive Vice President and Chief People Officer of Chiquita.

James E. Thompson — Chief Legal Officer.  Mr. Thompson serves as Executive Vice President, General Counsel and Secretary of Chiquita.

Manuel Rodriguez — Corporate Responsibility Officer.  Mr. Rodriguez serves as Executive Vice President of Government and International Affairs and Corporate Responsibility Officer of Chiquita.

See “The Combination — Board of Directors and Management after the Combination — Management,” beginning on page 100 of this proxy statement/prospectus.

Certain Tax Consequences of the Combination (Page 106)

Tax Residence of ChiquitaFyffes for U.S. Federal Income Tax Purposes

Under current U.S. federal income tax law, a corporation generally will be considered to be resident for U.S. federal income tax purposes in its place of organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, ChiquitaFyffes, which is an Irish incorporated entity, would generally be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident). Section 7874 of the Internal Revenue Code of 1986, or the “Code,” and the regulations promulgated thereunder, however, contain specific rules (more fully discussed below) that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and there is little or no guidance as to their application.

As more fully described under “Certain Tax Consequences of the Transaction — U.S. Federal Income Tax Considerations — Chiquita and ChiquitaFyffes — Tax Residence of ChiquitaFyffes for U.S. Federal Income Tax Purposes” beginning on page 107 of this proxy statement/prospectus, Section 7874 is currently expected to apply in a manner such that ChiquitaFyffes should not be treated as a U.S. corporation for U.S. federal income tax purposes. However, whether the relevant rules of Section 7874 have been satisfied will be finally determined after the completion of the combination, by which time there could be adverse changes to the relevant facts and circumstances. In addition, there could be a change in law under Section 7874 of the Code, in the regulations promulgated thereunder, or other changes in law or subsequent changes in facts that could (possibly retroactively) cause ChiquitaFyffes to be treated as a U.S. corporation for U.S. federal income tax purposes. In such event, ChiquitaFyffes could be liable for substantial additional U.S. federal income tax on its operations and income following the completion of the combination.

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Regardless of the application of Section 7874 of the Code, ChiquitaFyffes is expected to be treated as an Irish resident company for Irish tax purposes because ChiquitaFyffes is incorporated under Irish law and is intending to have its place of central management and control (as determined for Irish tax purposes) in Ireland. The remaining discussion assumes that ChiquitaFyffes will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

Chiquita

U.S. Federal Income Tax Consequences of the Combination to Chiquita

Chiquita will not be subject to U.S. federal income tax on the combination; however, Chiquita will continue to be subject to U.S. tax after the combination. Chiquita (and its U.S. affiliates) will be subject to limitations on the utilization of certain tax attributes, as described below under “Certain Tax Consequences of the Combination — U.S. Federal Income Tax Considerations — Chiquita and ChiquitaFyffes — Potential Limitation on the Utilization of Chiquita’s (and Its U.S. Affiliates’) Tax Attributes” beginning on page 108 of this proxy statement/prospectus.

U.S. Federal Income Tax Consequences of the Combination to Chiquita Shareholders

In the combination, (i) Merger Sub will merge with and into Chiquita, with Chiquita as the surviving corporation in the merger, and (ii) Chiquita shareholders will exchange their Chiquita common shares for ChiquitaFyffes ordinary shares. Assuming the combination so qualifies, shareholders generally do not recognize gain or loss on an exchange of their stock pursuant to a reorganization. However, with respect to cross-border reorganizations, Section 367(a) of the Code and regulations promulgated thereunder generally require U.S. shareholders to recognize gain (but not loss) if stock of a U.S. corporation is exchanged for stock of a non-U.S. corporation and the U.S. shareholders receive more than 50% (by vote or value) of the stock of the non-U.S. corporation. Consequently, U.S. holders (as defined below under “Certain Tax Consequences of the Combination — U.S. Federal Income Tax Considerations — Chiquita and ChiquitaFyffes — Scope of Discussion” on page 106 of this proxy statement/prospectus) of Chiquita common shares will be required to recognize gain (but not loss) on the Chiquita share exchange.

No ruling has been or will be sought from the Internal Revenue Service, which is referenced in this proxy statement/prospectus as the “IRS,” with respect to the combination, and no opinion of counsel will be rendered with respect to any U.S. federal income tax aspects of the combination. Moreover, the relevant rules could be modified (possibly with retroactive effect) by legislation, newly-issued or amended Treasury regulations or other guidance issued by the IRS.

Chiquita shareholders should consult their tax advisors as to the tax treatment of the combination in light of their particular circumstances. A U.S. holder will recognize gain (but not loss) in an amount equal to the excess of the fair market value of the ChiquitaFyffes ordinary shares received by the U.S. holder over the U.S. holder’s adjusted tax basis in the Chiquita common shares exchanged therefor. As a result, the U.S. holder will be subject to U.S. federal income tax without a corresponding receipt of cash. A U.S. holder realizing a loss that it would not be permitted to recognize generally would be permitted to carry over its tax basis in the Chiquita common shares surrendered to the ChiquitaFyffes ordinary shares received.

Fyffes

Fyffes shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes under the transaction agreement and do not hold their shares in connection with a trade carried on by such shareholders through an Irish branch or agency will not be within the charge to Irish tax on chargeable gains on the cancellation of their Fyffes ordinary shares, or on receipt of ChiquitaFyffes ordinary shares pursuant to the scheme.

Fyffes shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, or shareholders that hold their shares in connection with a trade carried on by such persons through an Irish branch or agency should not recognize any taxable gain or loss on the cancellation of the Fyffes ordinary shares and the ChiquitaFyffes ordinary shares received pursuant to the scheme should be treated as the same asset as their cancelled Fyffes ordinary shares.

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Fyffes shareholders should consult their tax advisors as to the tax treatment of the combination in light of their particular circumstances.

No Dissenters’ Rights (Page 104)

Under the New Jersey Business Corporation Act, holders of Chiquita common shares do not have appraisal or dissenters’ rights with respect to the merger or any of the other transactions described in this proxy statement/prospectus.

Under Irish law, holders of Fyffes ordinary shares do not have appraisal or dissenters’ rights with respect to the scheme or any of the other transactions described in this proxy statement/prospectus.

Regulatory Approvals Required (Page 103)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is sometimes referred to in this proxy statement/prospectus as the HSR Act, and the rules and regulations promulgated thereunder by the U.S. Federal Trade Commission, or the FTC, the combination cannot be consummated until, among other things, notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice, or the Antitrust Division, and specified waiting period requirements have been satisfied. Chiquita and Fyffes are engaged in preliminary discussions with the applicable regulatory authorities and intend to file a definitive Pre-Merger Notification and Report Form pursuant to the HSR Act as soon as practicable to commence the waiting period. Expiration of the waiting period under the HSR Act satisfies a condition to the completion of the combination.

Under the EC Merger Regulation, the combination may not be implemented unless the merger is notified to the European Commission and the European Commission approves the combination, subject to the fulfillment of any conditions, where applicable. Chiquita and Fyffes intend to file a notification on Form CO with the European Commission for review in connection with the combination as soon as practicable.

To the extent that any other regulatory clearances are required in accordance with applicable law, the receipt of such clearances in any applicable jurisdiction shall be a condition to the consummation of the combination if the failure to obtain regulatory clearance in such jurisdiction would reasonably be expected to result in a material adverse effect on (i) ChiquitaFyffes and its subsidiaries, taken as a whole (following the consummation of the scheme and the merger) or (ii) the benefits anticipated to be realized by Chiquita and Fyffes as a result of the transactions contemplated by the transaction agreement.

Irish Court Approvals

The scheme of arrangement requires the sanction of the Irish High Court, which involves an application by Fyffes to the Irish High Court to sanction the scheme. The Irish High Court must also confirm the reduction of capital of Fyffes that would be effected by EGM resolution #1, which is a necessary step in the implementation of the scheme.

The creation of distributable reserves of ChiquitaFyffes, which involves a reduction of ChiquitaFyffes' share premium, also requires the confirmation of the Irish High Court. See “Creation of Distributable Reserves of ChiquitaFyffes” beginning on page 142 of this proxy statement/prospectus.

Listing of ChiquitaFyffes Ordinary Shares on Stock Exchange (Page 118) and Dividends (Page 192)

ChiquitaFyffes ordinary shares are currently not traded or quoted on a stock exchange or quotation system. ChiquitaFyffes expects that, following the combination, ChiquitaFyffes ordinary shares will be listed for trading under the symbol “CQF” on the NYSE.

ChiquitaFyffes does not expect to pay dividends for the foreseeable future. The determination to pay dividends in the future will be subject to the ongoing review of the board of directors of ChiquitaFyffes.

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Conditions to the Completion of the Scheme and the Merger (Page 135)

The completion of the scheme is subject to the satisfaction (or waiver, to the extent permitted) of all of the following conditions on or prior to the consummation of the scheme:

the Irish High Court’s sanction of the scheme of arrangement and confirmation of the reduction of capital involved in such scheme of arrangement, and office copies of each of the Irish High Court’s order and the minute required under Irish law in respect of the capital reduction being delivered for registration to the Registrar of Companies in Ireland and subsequently registered;
the approval of the scheme by a majority in number of Fyffes shareholders representing 75% or more in value of the Fyffes ordinary shares, at the voting record time, held by such holders, present and voting either in person or by proxy, at the special court-ordered meeting (or any adjournment of such meeting), and the approval by the requisite majorities of Fyffes shareholders of certain of the EGM resolutions;
the adoption of the transaction agreement by the affirmative vote of a majority of the votes cast by Chiquita shareholders entitled to vote thereon;
the NYSE having authorized, and not withdrawn its authorization, for listing all of the ChiquitaFyffes shares to be issued in the scheme and the merger (subject to satisfaction of any conditions to which such approval is expressed to be subject);
all applicable waiting periods under the HSR Act having expired or having been terminated, in each case in connection with the scheme and/or the merger, as the case may be;
given the determination of the parties that the European Commission has jurisdiction under the EC Merger Regulation to examine the scheme and/or the merger, as the case may be, the issuing by the European Commission of a final decision under Article 6.1(b), Article 8(1) or Article 8(2) of the EC Merger Regulation, declaring the scheme and or the merger, as the case may be, compatible with the common market subject to the fulfillment of one or more conditions or obligations, if any, as may be agreed by the parties pursuant to the transaction agreement;
to the extent that all or part of the scheme and/or the merger, as the case may be, is referred by the European Commission under Articles 9(1) or 9(5) of the EC Merger Regulation, or under Article 6(1) of Protocol 24 of the Agreement on the European Economic Area to the relevant authority of one or more member countries of the European Economic Area, the issuing by such relevant authority or authorities (in the case of a partial referral, in conjunction with a final decision of the European Commission) of a final decision or decisions by which the scheme and/or the merger, as the case may be, is deemed to have been declared compatible with the common market subject to the fulfillment of one or more conditions or obligations, if any, as may be agreed by the parties pursuant to the transaction agreement;
all other required regulatory clearances having been obtained and remaining in full force and effect and applicable waiting periods having expired, lapsed or been terminated (as appropriate), in each case in connection with the scheme and/or the merger, as the case may be, under the antitrust, competition or foreign investment laws of any applicable jurisdiction in which Fyffes or Chiquita conducts its operations that has or asserts jurisdiction over the transaction agreement, the scheme or the merger if the failure to obtain regulatory clearance in such jurisdiction would reasonably be expected to result in a material adverse effect on (a) ChiquitaFyffes and its subsidiaries, taken as a whole (following the consummation of the scheme and the merger), or (b) the benefits anticipated to be realized by Chiquita and Fyffes as a result of the transactions contemplated by the transaction agreement;
no injunction, restraint or prohibition by any court of competent jurisdiction or antitrust order by any relevant authority which prohibits consummation of the scheme or the merger or is reasonably likely, individually or in the aggregate, to constitute (if not removed) a Burdensome Condition (as defined in the transaction agreement) having been entered and which is continuing to be in effect;

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the Form S-4 having become effective under the United States Securities Act of 1933, as amended (the “Securities Act”) and not being the subject of any stop order or proceedings seeking any stop order; and
the transaction agreement not having been terminated in accordance with its terms.

In addition, each party’s obligation to effect the scheme is conditional, among other things, upon:

the accuracy of the other party’s representations and warranties, subject to specified materiality standards;
the performance by the other party of its obligations and covenants under the transaction agreement in all material respects; and
the delivery by the other party of an officer’s certificate certifying such accuracy of its representations and warranties and such performance of its obligations and covenants.

The scheme is also conditional on the scheme becoming effective and unconditional by not later than March 10, 2015 (or June 10, 2015, if as of March 10, 2015, all conditions set forth in the conditions appendix (other than conditions 2(c), 2(d), 3(c), 3(d), 3(e) or 3(f) as set forth in the conditions appendix) have been satisfied or waived) (March 10, 2015 or June 15, 2015, as applicable, the “end date”). In addition, the scheme will lapse unless it is effective on or prior to the applicable end date. The merger is conditional only upon the consummation and implementation of the scheme of arrangement and scheme. See “The Transaction Agreement — Conditions to the Completion of the Scheme and the Merger” beginning on page 135 of this proxy statement/prospectus.

Termination of the Transaction Agreement (Page 137)

The transaction agreement may be terminated at any time prior to the time the scheme becomes effective in any of the following ways:

by mutual written consent of Fyffes and Chiquita;
by either Fyffes or Chiquita:
if (i) after completion of the Fyffes court meeting or the EGM, the applicable resolutions have not been approved by the requisite majorities, or (ii) after completion of the Chiquita shareholders meeting, the Chiquita shareholder approval has not been obtained;
if the combination has not been consummated by 11:59 p.m., New York City time, on the applicable end date;
if the Irish High Court declines or refuses to sanction the scheme, unless both parties agree that the decision of the Irish High Court shall be appealed; or
if an injunction that permanently restrains, enjoins or otherwise prohibits the consummation of the combination or the merger has become final and non-appealable, in certain circumstances;
by Fyffes:
if Chiquita or one of ChiquitaFyffes, Delaware Sub or Merger Sub breaches or fails to perform, in any material respect, any of its representations, warranties, covenants or other agreements contained in the transaction agreement such that certain closing conditions are incapable of being satisfied and the breach is not reasonably capable of being cured by March 10, 2015, in certain circumstances;
if the Chiquita board, in response to a material intervening event or a Chiquita Superior Proposal, withdraws or modifies in any manner adverse to Fyffes (or publicly proposes to do the same) its recommendation that the shareholders of Chiquita adopt the transaction agreement; or
if prior to obtaining shareholder approval, in order to enter into an agreement providing for a Fyffes Superior Proposal (as defined in the transaction agreement);

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by Chiquita:
if Fyffes breaches or fails to perform, in any material respect, any of its representations, warranties, covenants or other agreements contained in the transaction agreement such that certain closing conditions are incapable of being satisfied and the breach is not reasonably capable of being cured by March 10, 2015, in certain circumstances;
if the Fyffes board, in response to a material intervening event or a Fyffes Superior Proposal, withdraws or modifies in any manner adverse to Chiquita (or publicly proposes to do the same) its recommendation that the shareholders of Fyffes adopt the transaction agreement; or
if prior to obtaining shareholder approval, in order to enter into an agreement providing for a Chiquita Superior Proposal (as defined in the transaction agreement).

Expenses Reimbursement Agreement (Page 139)

In connection with the execution of the transaction agreement, Chiquita and Fyffes entered into an expenses reimbursement agreement, the terms of which have been approved by the Panel.

Under the expenses reimbursement agreement, Fyffes has agreed to pay to Chiquita the documented, specific and quantifiable third-party costs and expenses incurred by Chiquita in connection with the scheme upon the termination of the transaction agreement in specified circumstances. The maximum amount payable by Fyffes to Chiquita pursuant to the expenses reimbursement agreement (the “Chiquita Expense Reimbursement Amount”) is an amount equal to one percent (1%) of the aggregate value of the issued share capital of Fyffes, calculated based on the closing price of the Fyffes shares on the business day immediately preceding the event giving rise to the reimbursement obligation. Chiquita does not expect combination-related costs reimbursable pursuant to the expenses reimbursement agreement to exceed the Chiquita Expense Reimbursement Amount.

Under the expenses reimbursement agreement, Chiquita has agreed to pay to Fyffes the documented, specific and quantifiable third-party costs and expenses incurred by Fyffes in connection with the scheme upon the termination of the transaction agreement in specified circumstances. The maximum amount payable by Chiquita to Fyffes pursuant to the expenses reimbursement agreement (the “Fyffes Expense Reimbursement Amount”) is an amount equal to one percent (1%) of the aggregate value of the issued share capital of Chiquita, calculated based on the closing price of the Chiquita shares on the business day immediately preceding the event giving rise to the reimbursement obligation. Fyffes does not expect the combination-related costs reimbursable pursuant to the expenses reimbursement agreement to exceed the Fyffes Expense Reimbursement Amount.

See “Expenses Reimbursement Agreement” beginning on page 139 of this proxy statement/prospectus.

Irrevocable Voting Undertaking (Page 141) and Support Letter (Page 141)

Irrevocable Voting Undertaking

Balkan Investment Company and certain of its subsidiaries (referred to collectively as the “Balkan Entities”) delivered a Deed of Irrevocable Undertaking (referred to as the “irrevocable undertaking”) to Chiquita and ChiquitaFyffes in respect of an aggregate of 37,238,334 Fyffes ordinary shares beneficially owned by the Balkan Entities, which shares represent approximately 12.5% of Fyffes outstanding share capital, pursuant to which, the Balkan Entities have agreed to vote all of such shares in favor of the scheme and to not sell, transfer or otherwise dispose of the shares prior to the combination becoming effective. The obligations of Balkan Investment Company and certain of its subsidiaries under the irrevocable undertaking will lapse if certain conditions are met. See “Irrevocable Voting Undertaking” beginning on page 141 of this proxy statement/prospectus.

Support Letter

Fyffes received a Support Letter (referred to as the “support letter”) on behalf of an affiliate of The InterTech Group, Inc. in relation to its entire holdings amounting to 39,034,612 Fyffes ordinary shares in the aggregate, representing approximately 13.1% of Fyffes outstanding share capital, confirming that so long as

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the Fyffes board of directors is supportive of the combination or the transaction agreement is not otherwise terminated or materially modified as determined by the affiliate in its sole and absolute discretion, the affiliate will vote all of its Fyffes ordinary shares in favor of any proposal submitted to Fyffes shareholders to approve the combination. The affiliate reserves the right to sell or otherwise transfer any or all of its shares to a third party prior to the effectiveness of the combination. See “Support Letter” beginning on page 141 of this proxy statement/prospectus.

Accounting Treatment of the Combination (Page 105)

Chiquita will account for the scheme pursuant to the transaction agreement and will use the acquisition method of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Chiquita will be the accounting acquirer. Chiquita will measure the Fyffes assets acquired and Fyffes liabilities assumed at their fair values, including net tangible and identifiable intangible assets as of the completion of the combination. Any excess of the purchase price over those fair values will be recorded as goodwill.

Comparison of the Rights of Holders of Chiquita Common Shares and ChiquitaFyffes Ordinary Shares (Page 205)

As a result of the combination, the holders of Chiquita common shares will become holders of ChiquitaFyffes ordinary shares and their rights will be governed by Irish law (instead of the New Jersey Business Corporation Act (the “NJBCA”)) and by the memorandum and articles of association of ChiquitaFyffes (instead of Chiquita’s bylaws and certificate of incorporation). The current memorandum and articles of association of ChiquitaFyffes will be amended and restated as of the completion of the combination in substantially the form as set forth in Annex D to this proxy statement/prospectus. Following the combination, former Chiquita shareholders may have different rights as ChiquitaFyffes shareholders than they had as Chiquita shareholders. Material differences between the rights of shareholders of Chiquita and the rights of shareholders of ChiquitaFyffes include differences with respect to, among other things, distributions, dividends, repurchases and redemptions, dividends in shares/bonus issues, the election of directors, the removal of directors, the fiduciary and statutory duties of directors, conflicts of interests of directors, the indemnification of directors and officers, limitations on director liability, the convening of annual meetings of shareholders and special shareholder meetings, notice provisions for meetings, the quorum for shareholder meetings, the adjournment of shareholder meetings, the exercise of voting rights, shareholder action by written consent, shareholder suits, shareholder approval of certain transactions, rights of dissenting shareholders, anti-takeover measures and provisions relating to the ability to amend the articles of association. For a summary of the material differences between the rights of Chiquita shareholders and ChiquitaFyffes shareholders, see “Description of ChiquitaFyffes Ordinary Shares” beginning on page 191 of this proxy statement/prospectus and “Comparison of the Rights of Holders of Chiquita Common Shares and ChiquitaFyffes Ordinary Shares” beginning on page 205 of this proxy statement/prospectus.

Comparison of the Rights of Holders of Fyffes Ordinary Shares and ChiquitaFyffes Ordinary Shares (Page 240)

As a result of the combination, the holders of Fyffes ordinary shares will become holders of ChiquitaFyffes ordinary shares and their rights will be governed by the memorandum and articles of association of ChiquitaFyffes instead of Fyffes memorandum and articles of association. The current memorandum and articles of association of ChiquitaFyffes will be amended and restated as of the completion of the combination in substantially the form as set forth in Annex D to this proxy statement/prospectus. Following the combination, former Fyffes shareholders may have different rights as ChiquitaFyffes shareholders than they had as Fyffes shareholders. Material differences between the rights of ChiquitaFyffes shareholders following the combination and the rights of Fyffes shareholders before the combination include, among other things, differences with respect to the issue of share certificates, closing of the register and fixing record dates for the purposes of determining the eligibility to vote at meetings, mechanisms for the transfer of shares, application of the laws of escheat, the size and composition of the board of directors, liens on shares and forfeiture of shares, buy-back of shares, quorum at shareholder meetings, appointment of proxies and appointment of directors. For a summary of the material differences between the rights of Fyffes shareholders and ChiquitaFyffes shareholders, see “Description of ChiquitaFyffes Ordinary Shares” beginning on page 191 of this proxy statement/prospectus and “Comparison of the Rights of Holders of Fyffes Ordinary Shares and ChiquitaFyffes Ordinary Shares” beginning on page 240 of this proxy statement/prospectus.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus you should consider carefully the following risk factors, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 47 of this proxy statement/prospectus. You should also read and consider the risks associated with the business of Chiquita and the risks associated with the business of Fyffes because these risks will also affect ChiquitaFyffes. Risks related to the business of Chiquita can be found in this proxy statement/prospectus and in its annual and other reports filed with the SEC at the SEC’s website at http://www.sec.gov.

Risks Relating to the Combination

The number of ChiquitaFyffes ordinary shares that Fyffes shareholders will receive as a result of the combination will be based on a fixed exchange ratio. The value of the ChiquitaFyffes ordinary shares that Fyffes shareholders receive could be different than at the time Fyffes shareholders vote to approve the scheme.

Upon completion of the combination, Fyffes ordinary shareholders will receive 0.1567 of a ChiquitaFyffes ordinary share for each Fyffes ordinary share they hold. The number of ChiquitaFyffes ordinary shares that Fyffes shareholders will be entitled to receive will not be adjusted in the event of any increase or decrease in the share price of either Chiquita common shares or Fyffes ordinary shares.

The market value of the ChiquitaFyffes ordinary shares that Fyffes shareholders will be entitled to receive when the combination is completed could vary significantly from the market value of Chiquita common shares on the date of this proxy statement/prospectus or the date of the Fyffes special meetings. Because the exchange ratio will not be adjusted to reflect any changes in the market value of Chiquita common shares or Fyffes ordinary shares, such market price fluctuations may affect the value that Fyffes shareholders will receive upon completion of the combination. Share price changes may result from a variety of factors, including changes in the business, operations or prospects of Chiquita or Fyffes, market assessments of the likelihood that the combination will be completed, the timing of the combination, regulatory considerations, general market and economic conditions and other factors. Shareholders are urged to obtain current market quotations for Chiquita common shares and Fyffes ordinary shares. See the section entitled “Comparative Per Share Market Price Data and Dividend Information” beginning on page 190 of this proxy statement/prospectus for additional information on the market value of Chiquita common shares and Fyffes ordinary shares.

Chiquita and Fyffes must obtain required approvals and governmental and regulatory consents to consummate the combination, which, if delayed, not granted or granted with unacceptable conditions, may jeopardize or delay the consummation of the combination, result in additional expenditures of money and resources and/or reduce the anticipated benefits of the combination.

The combination is subject to customary closing conditions. These closing conditions include, among others, the receipt of required approvals of Chiquita and Fyffes shareholders, the effectiveness of the registration statement, the sanction of the scheme of arrangement by the Irish High Court, the expiration or termination of the waiting period under the HSR Act, a final decision of the European Commission approving the combination and, to the extent relevant and required under the transaction agreement, other approvals under the antitrust, competition and foreign investment laws of other countries.

The governmental agencies from which the parties will seek certain of these approvals have broad discretion in administering the governing regulations. Chiquita and Fyffes can provide no assurance that all required approvals and consents will be obtained. Moreover, as a condition to their approval of the combination, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of ChiquitaFyffes’ business after the closing. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the combination or may reduce the anticipated benefits of the combination. Further, no assurance can be given that the required shareholder approval will be obtained or that the required closing conditions will be satisfied, and, if all required consents and approvals are obtained and the closing conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. If Chiquita and Fyffes agree to any material requirements, limitations,

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costs, divestitures or restrictions in order to obtain any approvals required to consummate the combination, these requirements, limitations, costs, divestitures or restrictions could adversely affect ChiquitaFyffes’ ability to integrate Chiquita’s operations with Fyffes operations or reduce the anticipated benefits of the combination. This could result in a failure to consummate the combination or have a material adverse effect on ChiquitaFyffes’ business and results of operations.

The transaction agreement contains provisions that limit Fyffes ability to pursue alternatives to the combination and, in specified circumstances, could require Fyffes to reimburse certain of Chiquita’s expenses.

Under the transaction agreement, Fyffes is restricted, subject to certain exceptions, from soliciting, initiating, knowingly encouraging or negotiating, or furnishing information with regard to, any inquiry, proposal or offer for a competing acquisition proposal with any person. Fyffes may terminate the transaction agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including a determination by the Fyffes board of directors (after consultation with Fyffes financial advisors and legal counsel) that such proposal is more favorable to the Fyffes shareholders than the combination, and such a termination would result in Fyffes being required to reimburse certain of Chiquita’s expenses under the expenses reimbursement agreement. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Fyffes from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the ChiquitaFyffes consideration.

The transaction agreement contains provisions that limit Chiquita’s ability to pursue alternatives to the combination and, in specified circumstances, could require Chiquita to reimburse certain of Fyffes expenses.

Under the transaction agreement, Chiquita is restricted, subject to certain exceptions, from soliciting, initiating, knowingly encouraging or negotiating, or furnishing information with regard to, any inquiry, proposal or offer for a competing acquisition proposal with any person. Chiquita may terminate the transaction agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including a determination by the Chiquita board of directors (after consultation with Chiquita’s financial advisors and legal counsel) that such proposal is more favorable to the Chiquita shareholders than the combination, and such a termination would result in Chiquita being required to reimburse certain of Fyffes expenses under the expenses reimbursement agreement. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Chiquita from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the merger consideration.

Failure to consummate the combination could negatively impact the share price and the future business and financial results of Chiquita and/or Fyffes.

If the combination is not consummated, the ongoing businesses of Chiquita and/or Fyffes may be adversely affected and, without realizing any of the benefits of having consummated the combination, Chiquita and/or Fyffes will be subject to a number of risks, including the following:

Chiquita and/or Fyffes will be required to pay specified costs and expenses relating to the proposed combination;
if the transaction agreement is terminated under specified circumstances, Fyffes may be obligated to reimburse certain expenses of Chiquita, in an amount up to one percent (1%) of the aggregate value of the issued share capital of Fyffes, calculated based on the closing price of the Fyffes shares on the business day immediately preceding the event giving rise to the reimbursement obligation;
if the transaction agreement is terminated under specified circumstances, Chiquita may be obligated to reimburse certain expenses of Fyffes, in an amount up to one percent (1%) of the aggregate value of the issued share capital of Chiquita, calculated based on the closing price of the Chiquita shares on the business day immediately preceding the event giving rise to the reimbursement obligation;

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matters relating to the combination (including integration planning) may require substantial commitments of time and resources by Chiquita management and Fyffes management, which could otherwise have been devoted to other opportunities that may have been beneficial to Fyffes or Chiquita, as the case may be;
the transaction agreement restricts Chiquita and Fyffes, without the other party’s consent and subject to certain exceptions, from making certain acquisitions and taking other specified actions until the merger and the scheme occur or the transaction agreement terminates. These restrictions may prevent Chiquita and Fyffes from pursuing otherwise attractive business opportunities and making other changes to their businesses that may arise prior to completion of the merger and the scheme or termination of the transaction agreement; and
Chiquita and/or Fyffes also could be subject to litigation related to any failure to consummate the combination or related to any enforcement proceeding commenced against Chiquita and/or Fyffes to perform their respective obligations under the transaction agreement.

If the combination is not consummated, these risks may materialize and may adversely affect Chiquita’s and/or Fyffes business, financial results and share price.

Chiquita’s and Fyffes directors and executive officers will have interests in the combination that may be different from, or in addition to, the interests of Chiquita’s and Fyffes shareholders generally.

In considering the recommendations of the Chiquita and Fyffes boards of directors with respect to the transaction agreement, you should be aware that some of Chiquita’s and Fyffes directors and executive officers will have interests in the proposed combination in addition to interests they might have as shareholders. For more information, including the assumptions used to estimate the value of such interests, see “The Combination — Interests of Certain Persons in the Combination” beginning on page 89 of this proxy statement/prospectus. You should consider these interests in connection with your vote on the related proposals.

While completion of the combination is pending, Chiquita and Fyffes will be subject to business uncertainties that could adversely affect their businesses.

Uncertainty about the effect of the combination on employees, customers and suppliers may have an adverse effect on Chiquita and Fyffes and, consequently, on ChiquitaFyffes. These uncertainties may impair Chiquita’s and Fyffes ability to attract, retain and motivate key personnel until the merger and the scheme are consummated and for a period of time thereafter, and could cause customers, suppliers and others who deal with Chiquita and Fyffes to seek to change existing business relationships with Chiquita and Fyffes. Employee retention may be particularly challenging during the pendency of the combination because employees may experience uncertainty about their future roles with ChiquitaFyffes. If, despite Chiquita’s and Fyffes retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with ChiquitaFyffes, ChiquitaFyffes’ business could be seriously harmed.

Risks Relating to the Businesses of the Combined Company

We may not realize all of the anticipated benefits of the combination or those benefits may take longer to realize than expected. We may also encounter significant unexpected difficulties in integrating the two businesses.

Our ability to realize the anticipated benefits of the combination will depend, to a large extent, on our ability to integrate various aspects of the Chiquita and Fyffes businesses. Our ability to realize the anticipated benefits of the combination will also depend on when the combination can be completed. The combination of two independent businesses is a complex, costly and time-consuming process. As a result, we will be required to devote significant management attention and resources to integrating the business practices and operations of Chiquita and Fyffes. The integration process may disrupt the businesses and, if implemented ineffectively, would preclude realization of the full benefits expected by us. Our failure to meet the challenges involved in integrating the two businesses to realize the anticipated benefits of the combination could cause an interruption of, or a loss of momentum in, the activities of ChiquitaFyffes and could adversely affect ChiquitaFyffes’ results of operations.

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In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships, and diversion of management’s attention. The difficulties of combining the operations of the companies include, among others:

the diversion of management’s attention to integration matters;
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining the business of Fyffes with that of Chiquita;
difficulties in the integration of operations and systems;
difficulties in the assimilation of employees;
difficulties in managing the expanded operations of a larger company;
challenges in keeping existing customers and obtaining new customers; and
challenges in attracting and retaining key personnel.

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact the business, financial condition and results of operations of ChiquitaFyffes. In addition, even if the operations of the businesses of Chiquita and Fyffes are integrated successfully, we may not realize the full benefits of the combination, including the synergies, cost savings or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all. Or, additional unanticipated costs may be incurred in the integration of the businesses of Chiquita and Fyffes. Also, the combined company may remain subject to the risks presently affecting both of the companies. All of these factors could cause dilution to the earnings per share of ChiquitaFyffes, decrease or delay the expected accretive effect of the combination, and negatively impact the price of ChiquitaFyffes ordinary shares. As a result, we cannot assure you that the combination of the Chiquita and Fyffes businesses will result in the realization of the full benefits anticipated from the combination.

ChiquitaFyffes and/or its subsidiaries may be subject to substantial damage claims or fines arising from current legal proceedings related to Chiquita’s international operations and similar legal proceedings against Chiquita, Fyffes and/or ChiquitaFyffes that may arise in the future.

Chiquita is currently involved in legal proceedings and investigations, described in more detail in the notes to the Consolidated Financial Statements and periodic reports that Chiquita previously filed with the SEC and that are incorporated by reference into this proxy statement/prospectus, involving, among other things, (i) litigation and investigations relating to payments made by Chiquita’s former banana-producing subsidiary in Colombia to a paramilitary group in that country which had been designated under U.S. law as a foreign terrorist organization, activities for which Chiquita has already paid penalties to the U.S. Department of Justice, and (ii) customs proceedings in Italy. Based on Italian procedural requirements in some of the Italian customs proceedings, Chiquita is currently required to make payments on an installment basis as a result of unfavorable rulings that are being appealed. Although these funds will be returned to Chiquita and/or its subsidiaries with interest if Chiquita ultimately prevails on appeal, the level of installment payments payable by ChiquitaFyffes in the future could be significantly higher if similar unfavorable rulings against Chiquita or ChiquitaFyffes are received in other cases, and the requirement to pay is not stayed or suspended. Regardless of the outcomes of these matters, Chiquita will incur legal and other fees to defend all of these proceedings, which in aggregate may have a significant effect on the consolidated financial statements of Chiquita and/or ChiquitaFyffes.

ChiquitaFyffes will incur direct and indirect costs as a result of the combination.

ChiquitaFyffes will incur costs and expenses in connection with and as a result of the combination. These costs and expenses include professional fees to comply with Irish corporate and tax laws and financial reporting requirements, costs and expenses incurred in connection with holding a majority of the meetings of the ChiquitaFyffes board of directors and certain executive management meetings in Ireland, as well as any additional costs ChiquitaFyffes may incur as a result of its new corporate structure. These costs may exceed the costs historically borne by Chiquita and Fyffes.

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Chiquita’s and Fyffes actual financial positions and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus is presented for illustrative purposes only and may not be an indication of what ChiquitaFyffes’ financial position or results of operations would have been had the combination been completed on the dates indicated. The unaudited pro forma condensed combined financial information has been derived from the audited historical financial statements of Chiquita and Fyffes and certain adjustments and assumptions have been made regarding the combined company after giving effect to the combination. The assets and liabilities of Fyffes have been measured at fair value based on various preliminary estimates using assumptions that management of Chiquita and Fyffes believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates and assumptions may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information require an evaluation of IFRS to U.S. GAAP differences and an evaluation of the consistency of accounting policies and financial statement classifications between Chiquita and Fyffes. Identified differences to date are reflected in the unaudited pro forma condensed combined financial information, which management of Chiquita and Fyffes believe are reasonable utilizing information currently available. These evaluations are preliminary and may be revised as additional information becomes available and as additional analyses are performed. Any changes in this evaluation and assumptions could have a material impact on the pro forma financial information provided.

Any potential decline in ChiquitaFyffes’ financial condition or results of operations may cause significant variations in the share price of ChiquitaFyffes. See “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 173 of this proxy statement/prospectus.

ChiquitaFyffes’ substantial leverage and debt service obligations could adversely affect the business of the combined company.

While ChiquitaFyffes, on a relative basis, will have less leverage than Chiquita presently has and will be in a better position to service its debt, the combined company, on a relative basis, will be more highly leveraged than Fyffes presently is. If the combination were to have been completed on December 31, 2013, Chiquita would have had approximately $632 million of debt outstanding and Fyffes would have had approximately $42 million of debt outstanding. The degree to which ChiquitaFyffes will be leveraged following the combination could have important consequences to shareholders of ChiquitaFyffes, including, but not limited to:

limiting ChiquitaFyffes’ ability to pay dividends;
increasing ChiquitaFyffes’ vulnerability to, and reducing its flexibility to respond to, general adverse economic and industry conditions;
requiring the dedication of a substantial portion of ChiquitaFyffes’ cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures, product research and development or other general corporate purposes;
limiting ChiquitaFyffes’ flexibility in planning for, or reacting to, changes in our business and the competitive environment and the industry in which it operates;
placing ChiquitaFyffes at a competitive disadvantage as compared to its competitors, to the extent that they are not as highly leveraged; and
limiting ChiquitaFyffes’ ability to borrow additional funds and increasing the cost of any such borrowing.

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Section 7874 could potentially limit Chiquita’s and its U.S. affiliates’ ability to utilize their U.S. tax attributes to offset certain U.S. taxable income, if any, generated by the combination or certain specified transactions for a period of time following the combination.

Following the acquisition of a U.S. corporation by a foreign corporation, Section 7874 of the Code can limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize U.S. tax attributes such as net operating losses to offset U.S. taxable income resulting from certain transactions as more fully described in “Certain Tax Consequences of the Combination — U.S. Federal Income Tax Considerations — Chiquita and ChiquitaFyffes — Potential Limitation on the Utilization of Chiquita’s (and Its U.S. Affiliates’) Tax Attributes” beginning on page 108 of this proxy statement/prospectus. Based on the limited guidance available, Chiquita currently expects that following the combination, this limitation will not apply and as a result, it and its U.S. affiliates will not be limited by Section 7874 of the Code in their ability to utilize their U.S. tax attributes to offset their U.S. taxable income, if any, resulting from certain specified taxable transactions. However, no assurance can be given in this regard. See “Certain Tax Consequences of the Combination — U.S. Federal Income Tax Considerations — Chiquita and ChiquitaFyffes — Potential Limitation on the Utilization of Chiquita’s (and Its U.S. Affiliates’) Tax Attributes” beginning on page 108 of this proxy statement/prospectus. If, however, Section 7874 of the Code were to apply to the combination and if Chiquita or its U.S. affiliates were to engage in any transaction that would generate any U.S. taxable income subject to this limitation in the future, it could take Chiquita longer to use its net operating losses and tax credits and thus Chiquita could pay U.S. federal income tax sooner than it otherwise would have. Additionally, if the limitation were to apply and if Chiquita does not generate taxable income consistent with its expectations, it is possible that the limitation under Section 7874 on the utilization of U.S. tax attributes could prevent Chiquita and/or its U.S. affiliates from fully utilizing their U.S. tax attributes prior to their expiration.

Future changes to U.S. and non-U.S. tax laws could materially affect ChiquitaFyffes, including its status as a foreign corporation.

A corporation generally is considered a tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes. Because ChiquitaFyffes is an Irish incorporated entity, it would be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Code provides an exception under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

For ChiquitaFyffes to be treated as a foreign corporation for U.S. federal income tax purposes under Section 7874, either (1) the former shareholders of Chiquita must own (within the meaning of Section 7874) less than 80% (by both vote and value) of ChiquitaFyffes ordinary shares by reason of holding shares in Chiquita, or (2) ChiquitaFyffes must have substantial business activities in Ireland after the combination (taking into account the activities of ChiquitaFyffes’ expanded affiliated group). The Chiquita shareholders will own less than 80% of the shares in ChiquitaFyffes after the combination by reason of their ownership of Chiquita common shares. As a result, under current law, ChiquitaFyffes should be treated as a foreign corporation for U.S. federal income tax purposes.

However, changes to the inversion rules in Section 7874 of the Code or the U.S. Treasury Regulations promulgated thereunder, or other changes in law, could adversely affect ChiquitaFyffes’ status as a foreign corporation for U.S. federal tax purposes, and any such changes could have prospective or retroactive application to ChiquitaFyffes, Chiquita, their respective stockholders, shareholders and affiliates, and/or the combination. For example, a recent Obama administration proposal would (i) treat a foreign corporation as a U.S. corporation where shareholders of a U.S. corporation own 50% or more of the foreign corporation following the foreign corporation’s acquisition of the U.S. corporation and (ii) treat a foreign corporation as a U.S. corporation if the foreign corporation has substantial business activities in the U.S. and is managed and controlled in the U.S. In addition, recent legislative proposals have aimed to expand the scope of U.S. corporate tax residence, and such legislation, if passed, could have an adverse effect on ChiquitaFyffes.

Moreover, the U.S. Congress, the Organization for Economic Co-operation and Development and other Government agencies in jurisdictions where ChiquitaFyffes and its affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting”, where payments are made between affiliates from a jurisdiction with high tax

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rates to a jurisdiction with lower tax rates. As a result, the tax laws in the U.S. and other countries in which ChiquitaFyffes and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect ChiquitaFyffes.

Chiquita’s and its U.S. affiliates’ ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes may be limited.

As of December 31, 2013, Chiquita had approximately $395 million of net operating losses (“NOL”) for U.S. federal income tax purposes. Section 382 of the Code imposes an annual limitation on the amount of taxable income that may be offset by Chiquita’s NOL carryforward if Chiquita experiences an “ownership change” as defined in Section 382 of the Code. An ownership change generally occurs if there is a cumulative change in Chiquita’s ownership by “five-percent shareholders” (as defined in Section 382 of the Code) that exceeds 50 percentage points over a rolling three-year period. If an ownership change occurs, Chiquita’s ability to use its NOL carryforwards to offset future taxable income will be subject to an annual limitation and will depend, among other things, on its equity market capitalization and net built-in gains at the time of the ownership change, as well as on the amount of taxable income generated by Chiquita in future periods.

Chiquita expects to experience an “ownership change” as a result of the combination and, therefore, be subject to an annual limitation on the use of its NOL carryforwards. The actual effect of any limitation will depend on a number of factors, including the amount of taxable income in any given year, the term of the NOLs, as well as certain built-in gains that can serve to increase the amount of NOLs available in a given year. Accordingly, while Chiquita presently does not expect that any such limitation will have a material adverse effect, there can be no assurance that it will not take Chiquita longer to utilize its NOL carryforwards. If that occurs, Chiquita could pay some U.S. federal income tax sooner than it otherwise would have.

U.S. holders of Chiquita common shares will recognize gain on the exchange of their Chiquita common shares for ChiquitaFyffes ordinary shares.

Although U.S. shareholders generally do not recognize gain or loss on an exchange of their stock pursuant to a reorganization, with respect to cross-border reorganizations, Section 367(a) of the Code and the regulations promulgated thereunder generally require U.S. shareholders to recognize gain (but not loss) in an amount equal to the fair market value as of the closing date of the combination of any ChiquitaFyffes ordinary shares received in the merger, over such U.S. shareholder’s tax basis in the Chiquita common shares surrendered by the U.S. shareholder in the combination. No cash will be received by Chiquita shareholders as part of the combination, and as a result, U.S. shareholders of Chiquita shares may incur a tax liability without a corresponding receipt of cash. These shareholders may be required to sell the acquired shares of ChiquitaFyffes and use the proceeds to satisfy the tax liability, or otherwise satisfy the tax liability with cash from other sources. Any gain recognized would generally be long-term capital gain if the U.S. holder has held the Chiquita common shares for more than one year at the time the combination is completed.

ChiquitaFyffes will seek the confirmation of the Irish High Court for a capital reduction intended to create distributable reserves. ChiquitaFyffes expects this will be forthcoming but cannot guarantee this.

Under Irish law, dividends may only be paid and share repurchases and redemptions must generally be funded only out of “distributable reserves,” which ChiquitaFyffes will not have immediately following the closing. ChiquitaFyffes will therefore seek to undertake a capital reduction in order to create distributable reserves. The capital reduction requires the confirmation of the Irish High Court and, in connection with seeking such court confirmation, we are seeking the approval of Chiquita and Fyffes shareholders. ChiquitaFyffes is not aware of any reason why the Irish High Court would not confirm the capital reduction and the creation of distributable reserves, however, the issuance of the required order is a matter for the discretion of the Irish High Court. There will also be no guarantee that the approvals by Chiquita and Fyffes shareholders will be obtained. In the event that distributable reserves of ChiquitaFyffes are not created, no distributions by way of dividends, share repurchases or otherwise will be permitted under Irish law until such time as the group has created sufficient distributable reserves from its trading activities.

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ChiquitaFyffes does not expect to pay dividends for the foreseeable future, and you must rely on increases in the trading prices of the ChiquitaFyffes ordinary shares for returns on your investment.

ChiquitaFyffes, like Chiquita, does not expect to pay dividends in the immediate future. ChiquitaFyffes anticipates that it will retain all earnings, if any, to support its operations. Any future determination as to the payment of dividends will, subject to Irish legal requirements, be at the sole discretion of the ChiquitaFyffes board of directors and will depend on ChiquitaFyffes' financial condition, results of operations, capital requirements and other factors the ChiquitaFyffes board of directors deems relevant. Holders of ChiquitaFyffes ordinary shares must rely on increases in the trading price of their shares for returns on their investment in the foreseeable future.

The ChiquitaFyffes ordinary shares to be received by Chiquita and Fyffes shareholders in connection with the combination will have different rights from the Chiquita common shares and the Fyffes ordinary shares.

Upon completion of the combination, Chiquita and Fyffes shareholders will become ChiquitaFyffes shareholders and their rights as shareholders will be governed by ChiquitaFyffes’ memorandum and articles of association and Irish law. The rights associated with each of the Chiquita common shares and Fyffes ordinary shares are different than the rights associated with ChiquitaFyffes ordinary shares. Material differences between the rights of shareholders of Chiquita and the rights of shareholders of ChiquitaFyffes include differences with respect to among other things, distributions, dividends, repurchases and redemptions, dividends in the form of shares/bonus issues, the election of directors, the removal of directors, the fiduciary and statutory duties of directors, conflicts of interests of directors, the indemnification of directors and officers, limitations on director liability, the convening of annual meetings of shareholders and special shareholder meetings, notice provisions for meetings, the adjournment of shareholder meetings, the exercise of voting rights, shareholder action by written consent, shareholder suits, shareholder approval of certain transactions, rights of dissenting shareholders, anti-takeover measures and provisions relating to the ability to amend the articles of association. Material differences between the rights of ChiquitaFyffes shareholders following the combination and the rights of Fyffes shareholders before the combination include, among other things, differences with respect to the issue of share certificates, closing of the register and record dates, mechanisms for the transfer of shares, application of the laws of escheat, the size and composition of the board of directors, liens on shares and forfeiture of shares, buy back of shares by the respective entity, quorum at shareholder meetings, appointment of proxies, delegation of powers by the board, and appointment of directors. See “Comparison of the Rights of Holders of Chiquita Common Shares and ChiquitaFyffes Ordinary Shares” beginning on page 205 of this proxy statement/prospectus and “Comparison of the Rights of Holders of Fyffes Ordinary Shares and ChiquitaFyffes Ordinary Shares” beginning on page 240 of this proxy statement/prospectus.

As a result of different shareholder voting requirements in Ireland relative to New Jersey, ChiquitaFyffes will have less flexibility with respect to certain aspects of capital management than Chiquita currently has.

Under New Jersey law, Chiquita’s directors may issue, without shareholder approval, any common shares authorized by its certificate of incorporation that are not already issued.

Under Irish law, the authorized share capital of ChiquitaFyffes can be increased by an ordinary resolution of its shareholders and the directors may issue new ordinary shares up to a maximum amount equal to the authorized but unissued share capital, without shareholder approval, once authorized to do so by the articles of association of ChiquitaFyffes or by an ordinary resolution of the ChiquitaFyffes shareholders. Additionally, subject to specified exceptions, Irish law grants statutory preemption rights to existing shareholders to subscribe for new issuances of shares for cash, but allows shareholders to authorize the waiver of the statutory preemption rights by way of special resolution with respect to any particular allotment of shares. Accordingly, the board of ChiquitaFyffes, as permitted by Irish company law, has been authorized by a special resolution to issue new shares for cash without offering preemption rights. The authorization of the directors to issue shares and the authorization of the waiver of the statutory preemption rights must both be renewed by the shareholders at least every five years, and Chiquita cannot provide any assurance that these authorizations will always be approved, which could limit ChiquitaFyffes’ ability to issue equity and thereby adversely affect the holders of ChiquitaFyffes securities. While Chiquita does not believe that the differences between New Jersey law and Irish law relating to ChiquitaFyffes’ capital management will have an adverse effect on

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ChiquitaFyffes, situations may arise where the flexibility Chiquita now has under New Jersey law would have provided benefits to ChiquitaFyffes shareholders that will not be available under Irish law. See “Comparison of the Rights of Holders of Chiquita Common Shares and ChiquitaFyffes Ordinary Shares” beginning on page 205 of this proxy statement/prospectus.

Following the completion of the combination, a future transfer of your ChiquitaFyffes shares, other than one effected by means of the transfer of book-entry interests in the Depository Trust Company (“DTC”) may be subject to Irish stamp duty.

Transfers of ChiquitaFyffes shares effected by means of the transfer of book-entry interests in DTC will not be subject to Irish stamp duty. It is anticipated that the majority of ChiquitaFyffes shares will be traded through DTC by brokers who hold such shares on behalf of customers. However, if you hold your ChiquitaFyffes shares directly rather than by holding book-entry interests through DTC, any transfer of your ChiquitaFyffes shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of your shares. Note, however, that transfers of Fyffes shares are currently subject to Irish stamp duty if there is a conveyance or transfer on sale of those shares. ChiquitaFyffes is exploring whether it is permissible and feasible for interests in ChiquitaFyffes ordinary shares to be held and settled in the form of dematerialised UK CREST depositary interests (“CDIs”) representing ChiquitaFyffes ordinary shares which have been deposited with DTC and recorded in book entry form by DTC. If so permissible and feasible, ChiquitaFyffes will seek confirmation from the Irish Revenue Commissioners that a transfer of ChiquitaFyffes ordinary shares effected by means of a transfer of CDIs representing book-entry interests in ChiquitaFyffes ordinary shares held through DTC will not be subject to Irish stamp duty. See “Certain Tax Consequences of the Combination — Irish Tax Considerations — Stamp Duty” beginning on page 113 of this proxy statement/prospectus.

In certain limited circumstances, dividends paid by ChiquitaFyffes may be subject to Irish dividend withholding tax.

While ChiquitaFyffes does not currently contemplate paying dividends upon ChiquitaFyffes ordinary shares, shareholders should be aware that, in certain limited circumstances, dividend withholding tax (currently at a rate of 20%) may arise in respect of dividends paid on ChiquitaFyffes shares. A number of exemptions from dividend withholding tax exist such that shareholders resident in the U.S. and shareholders resident in the countries listed in Annex G attached to this proxy statement/prospectus may be entitled to exemptions from dividend withholding tax.

See “Certain Tax Consequences of the Combination — Irish Tax Considerations — Withholding Tax on Dividends” beginning on page 114 of this proxy statement/prospectus and, in particular, please note the requirement to complete certain dividend withholding tax forms in order to qualify for many of the exemptions.

Shareholders resident in the U.S. that hold their shares through DTC will not be subject to dividend withholding tax provided the addresses of the beneficial owners of such shares in the records of the brokers holding such shares are recorded as being in the U.S. (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by ChiquitaFyffes). Similarly, shareholders resident in the U.S. that are former Chiquita shareholders and that hold their shares outside of DTC and that acquired such shares on or before the date on which the combination is completed will not be subject to dividend withholding tax if they have provided a valid Form W-9 showing a U.S. address to ChiquitaFyffes’ transfer agent. However, other shareholders may be subject to dividend withholding tax, which could adversely affect the price of your shares. Note, however, that dividends currently paid on the Fyffes shares are subject to Irish dividend withholding tax implications. Subject to approval by the Irish Revenue Commissioners, former Fyffes shareholders who hold ChiquitaFyffes shares will be able to rely on forms previously filed (which have not expired) with Fyffes to receive dividends without Irish withholding tax. See “Certain Tax Consequences of the Combination — Irish Tax Considerations — Withholding Tax on Dividends” beginning on page 114 of this proxy statement/prospectus.

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After the combination, dividends received by Irish residents and certain other shareholders may be subject to Irish income tax.

Shareholders entitled to an exemption from Irish dividend withholding tax on dividends received from ChiquitaFyffes will not be subject to Irish income tax in respect of those dividends, unless they have some connection with Ireland other than their shareholding in ChiquitaFyffes (for example, they are resident in Ireland). Shareholders who receive dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on those dividends. Note, however, that Irish income tax considerations currently apply to the holders of Fyffes shares. See “Certain Tax Consequences of the Combination — Irish Tax Considerations — Withholding Tax on Dividends — Income Tax on Dividends Paid on ChiquitaFyffes Shares” beginning on page 117 of this proxy statement/prospectus.

ChiquitaFyffes shares, received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax (“CAT”) could apply to a gift or inheritance of ChiquitaFyffes shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because ChiquitaFyffes shares will be regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €225,000 in respect of taxable gifts or inheritances received from their parents. Note, however, that Fyffes shares are also regarded as property situated in Ireland for CAT purposes and the same CAT considerations also currently apply to holders of Fyffes shares. Book-entry interests in ChiquitaFyffes ordinary shares held through DTC or (if a facility, to hold ChiquitaFyffes ordinary shares through CDIs is made available) CDIs may not constitute Irish situated property for this purpose. See “Certain Tax Consequences of the Combination — Irish Tax Considerations — Withholding Tax on Dividends — Capital Acquisitions Tax” beginning on page 117 of this proxy statement/prospectus.

It is recommended that each shareholder consult his or her own tax advisor as to the tax consequences of holding shares in and receiving dividends from ChiquitaFyffes.

Risks Relating to Chiquita

Chiquita’s business strategy includes reducing costs, which Chiquita may not be able to achieve or sustain on a long-term basis.

In August 2012, Chiquita announced a plan to strategically transform the company into a branded commodity operator. The cost of these activities totaled approximately $18 million in the year ended December 31, 2012. This initiative has reduced costs and improved Chiquita’s competitive position by focusing its resources on its banana and salad businesses, reducing investment in non-core products, reducing overhead and manufacturing costs and limiting consumer marketing activities. This initiative resulted in annual savings of at least $60 million beginning in 2013, which included cost savings of approximately $25 million from headcount reductions and approximately $35 million of annual savings from improvements in Chiquita’s value chain, such as reconfiguring its ocean shipping and implementing productivity improvements on Chiquita owned farms. In addition, Chiquita’s headquarters relocation generated ongoing operating cost savings of more than $4 million annually beginning in 2013 from the benefits of consolidation of locations, more efficient staffing, lower rent and reduced travel costs. At December 31, 2013, Chiquita was eligible for state, local and other incentives through 2022.

It is possible that Chiquita may not be successful maintaining the operating efficiencies and cost savings from these efforts in these amounts or Chiquita may not meet all the requirements necessary to receive, or continue to retain, the full amount of state and local incentives. Savings from these initiatives are subject to inherent uncertainties and a variety of risks, including euro-dollar exchange rates, fuel prices, shipping rates and the absence of substantially adverse weather events, and there can be no assurances that these cost savings will be maintained in full or at all. Chiquita cannot be certain that it will not be required to implement further restructuring activities, make additions or other changes to its workforce based on other cost reduction measures or changes in the markets and industry in which it competes. In addition, future business conditions and events may impede Chiquita’s ability to continue to realize any benefits of its restructuring initiatives.

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The highly competitive environment in which Chiquita operates, as well as consolidation and other changes among its customers, may reduce the pricing and volume of some of Chiquita’s products and may limit Chiquita’s ability to pass on increased costs to its customers.

Chiquita primarily sell to retailers and wholesalers. Bidding for contracts or arrangements with retailers, particularly chain stores and other large customers, is highly competitive, and the prices or other terms of Chiquita’s contract bids may not be sufficient to retain existing business, maintain current levels of profitability or to obtain new business. Continuing industry consolidation (horizontally and vertically) and other factors have increased the buying leverage of the major grocery retailers in all of Chiquita’s markets, which may put further downward pressure on Chiquita’s pricing and volume and could adversely affect its results of operations.

In addition to direct competition with other industry participants, Chiquita is facing new competition from a few major retailers that have begun to purchase a portion of their fruit directly from independent growers, or to contract directly for transportation of tropical fruit products. An increased commitment by retailers to manage their own supply chain could change industry dynamics in ways that reduce Chiquita’s revenues and profitability.

Global economic uncertainties continue to affect consumers’ purchasing habits and customer financial stability, which may affect sales volume and profitability on some of Chiquita’s products and have other impacts that Chiquita cannot fully predict.

As a result of continuing global economic uncertainties, price-conscious consumers may replace their purchases of Chiquita’s premium and value-added products with lower-cost alternatives, which could affect the price and volume of some of these products. For example, sales of Chiquita’s bananas in Europe, where they are sold as a premium brand at a premium price, may suffer if consumers shift to “value” or unbranded bananas. Similarly, the volume or profitability of Chiquita’s North American salads business may be adversely affected if consumers are reluctant to pay a premium for value-added salads or if they replace purchases of Chiquita’s branded products with lower-priced alternatives.

In Europe, the continuing public concerns over sovereign debt and related European financial restructuring efforts, may cause the value of the European currencies, including the euro, to deteriorate, which in turn could adversely impact Chiquita’s euro-denominated sales and working capital. These sovereign debt concerns may contribute to instability in global credit markets, and economic deterioration in Europe could adversely impact demand for Chiquita’s products and product pricing.

In addition, the full effect and duration of the current global economic downturn on customers, vendors and other business partners cannot be determined. For example, major customers or vendors may have financial challenges unrelated to Chiquita that could result in a decrease in their business with Chiquita, breaches of obligations to Chiquita or, in certain cases, cause them to file for bankruptcy protection. Although Chiquita exercises prudent oversight of the credit ratings and financial strength of its major business partners and seeks to diversify its risk from any single business partner, Chiquita cannot be sure that there will not be one or more commercial or financial partners that are unable to meet its contractual commitments to Chiquita.

Many of Chiquita’s products are subject to significant price fluctuations, and the planting, harvesting and shipping cycle of certain of its produce products may limit Chiquita’s ability to respond effectively to these fluctuations and other changes in the market.

In markets where Chiquita does not have fixed price contracts, the selling price received for each type of produce depends on several factors, including the availability and quality of the produce item in the market and the availability and quality of competing types of produce. For example, in the European and Mediterranean markets, bananas and other produce are sold primarily on the basis of weekly price quotes, even for customers with whom Chiquita has annual supply agreements. These prices may fluctuate significantly due to supply conditions, seasonal trends, transportation costs, currency exchange rates, competitive dynamics and other factors. Even in markets where Chiquita does have fixed price contracts, these factors may cause decreased demand for, or increased price pressure on, Chiquita’s products at certain times.

For many produce products, Chiquita makes decisions about the specific source and quantities to grow or purchase at the beginning of the applicable growing season, which is typically many months before the

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product will be sold. Likewise, due to the time required for transportation, which can be three weeks for certain parts of Europe, Chiquita allocates harvested fruit among its markets well before the fruit is sold. Accordingly, although Chiquita makes these supply decisions and allocate produce to each market based on its expectations of market conditions, these conditions may change before the produce is sold. Moreover, because of both the long lead times necessary to bring produce products to market and the perishable nature of these products, Chiquita generally cannot time its purchase and sale of products to take advantage of market changes or to avoid selling at unfavorable prices. If Chiquita is forced to sell produce at lower prices than it expected when it made its acquisition or allocation decisions, Chiquita may not be able to achieve its expected profit, or in extreme cases, recover its costs. Although Chiquita’s arrangements with independent banana growers allow it to avoid incurring transportation costs to bring surplus fruit to market by paying a liquidation price, rather than buying its contracted volume of fruit, Chiquita is typically unable to recover the other costs it incurs in connection with such unsold surplus fruit.

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on Chiquita’s business.

Bananas, lettuce and other produce can be affected by adverse weather conditions, including drought, temperature extremes, hurricanes, windstorms and floods. Floods in particular may affect bananas, which are typically grown in tropical lowland areas. Fresh produce is also vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of agricultural production at the time of infection or infestation, the type of treatment applied and climatic conditions. Unfavorable growing conditions caused by these factors can reduce both crop size and crop quality. In extreme cases, entire harvests may be lost. These factors may result in lower sales volume and, in the case of farms Chiquita owns or manages, increased costs due to expenditures for additional agricultural techniques or agrichemicals, the repair of infrastructure, and the replanting of damaged or destroyed crops. Incremental costs, including transportation, may also be incurred if Chiquita needs to find alternate short-term supplies of bananas, lettuce or other produce from other growers. Such costs may reduce Chiquita’s ability to profitably meet its supply obligations to its customers, particularly in North America, where Chiquita’s typical fixed-price per box contract structures can make it difficult to recover these higher costs. For example, as a result of flooding which affected some of Chiquita’s owned farms in 2008 and 2009, Chiquita incurred approximately $33 million of higher costs, including logistics costs, related to rehabilitating the farms and procuring replacement fruit from other sources (to the extent it was available).

From time to time, Chiquita has experienced shipping interruptions, port damage and changes in shipping routes as a result of weather-related disruptions. While Chiquita believes it is adequately insured and would attempt to transport its products by alternative means if it was to experience an interruption, an extended interruption in Chiquita’s ability to ship and distribute its products could have a material adverse effect on Chiquita.

Chiquita expects increases in commodity and raw product costs, including purchased fruit, fertilizer, paper, shipping costs and fuel; to the extent that Chiquita cannot pass them on to its customers, they could adversely affect Chiquita’s operating results.

Chiquita’s fuel-related costs have increased substantially in recent years, and it generally expects these costs to increase in the future. Bunker fuel, in particular, is an important variable component of Chiquita’s transportation costs. While Chiquita uses fuel surcharges and forward contracts to offset and mitigate the effects of increases in the price of bunker fuel, there is lag time between price increases and increases in the surcharge index; in addition, these strategies will not eliminate all the adverse effects of price increases on Chiquita’s business, particularly over the long-term. In addition, diesel fuel and other transportation costs are significant components of much of the cost of produce that Chiquita purchases from growers and distributors. If the price of any of these items increases significantly, Chiquita may not be able to pass on those increases to its customers. Chiquita also generally expects the prices it pays to purchase produce to increase over time. During 2013, approximately one-third of Chiquita’s bananas were produced by subsidiaries on owned farms and the remainder was purchased from independent growers under short- and long-term fruit supply contracts; all of Chiquita’s lettuce and other produce are purchased from independent growers under short- and long-term contracts. Increased costs for purchased fruit have negatively affected Chiquita’s operating results in the past, and they may adversely affect its operating results

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in the future. Many external factors may affect the cost and supply of fresh produce, including: wage and other input cost inflation (e.g. paper, packaging, fertilizers); market fluctuations; currency fluctuations; changes in governmental regulations, including exit prices for bananas (which are set by the government in several banana exporting countries); agricultural programs; severe and prolonged weather conditions; disease; natural disasters; labor relations (including increased payments to growers in lieu of increases to government exit prices, specifically in Costa Rica); and other factors. Many other commodity food products are experiencing major price increases, which may affect pricing dynamics in the industry in ways that affects Chiquita adversely. If the price of the fresh produce that Chiquita purchases increases significantly, Chiquita may not be able to effectively pass these costs along to its customers and consumers.

Chiquita’s ocean shipping needs are provided under a combination of long-term charters with negotiated fixed rates and market rates for ships under short-term charters and transportation contracts. Although short-term ship charter rates and container shipping rates have decreased in recent years, as the global economy recovers, rates may increase in the future. Furthermore, since Chiquita’s shipping configuration may rely more on short-term charters and transportation contracts, it may be more susceptible to these increases in the future than it has in the past.

Chiquita’s operations and products are regulated in the areas of food safety and protection of human health and the environment.

Chiquita’s worldwide operations and products are subject to inspections by environmental, food safety, health and customs authorities and to numerous governmental regulations, including those relating to the use and disposal of agrichemicals, the documentation of food shipments, the traceability of food products, and labeling of its products for consumers, all of which involve compliance costs. Changes in regulations or laws in the past have required, and in the future may require, operational modifications or capital improvements at various locations. For example, the United States has recently enacted a new food safety law, the Food Safety Modernization Act. Although Chiquita believes that its food safety standards exceed those prescribed by the Food Safety Modernization Act, implementing regulations have not yet been issued and may require it to make changes to its processes and procedures that could require it to incur unanticipated costs. If violations occur, regulators can impose fines, penalties and other sanctions. In some circumstances, Chiquita may decide or be required to recall a product if it or regulators believe it poses a potential risk. For example, Chiquita had five separate occasions in 2012 where it voluntarily recalled certain lettuce products, as a precaution, although none of the recalls arose from or resulted in any food-borne disease outbreaks. Although Chiquita maintains insurance to cover certain recall losses, this insurance does not cover all events and, even when an event is covered, its retention or deductible may be significant. The costs of these modifications and improvements and of any fines, penalties and recalls could be substantial. Although Chiquita maintains and continues to invest in high food safety standards, no precaution can completely eliminate food safety risks from fresh produce.

Chiquita can be adversely affected by actions of regulators or if other events cause consumers to lose confidence in the safety and quality of certain food products or ingredients, even if its products are not implicated. As a result, Chiquita may also elect or be required to incur additional costs aimed at increasing consumer confidence in the safety of its products.

Chiquita is subject to the risk of product liability claims.

The sale of food products for human consumption involves the risk of injury to consumers. While Chiquita believes it has implemented practices and procedures in its operations to promote high-quality and safe food products, it cannot be sure that consumption of its products will not cause a health-related illness or injury in the future or that it will not be subject to claims or lawsuits relating to such matters. Even as Chiquita improves its food safety practices, it cannot be sure that it will not have claims or events that will affect its reputation, and no precaution can completely eliminate food safety risks from food and beverage products.

Although Chiquita maintains product liability insurance in an amount which it believes to be adequate, claims or liabilities of this nature might not be covered by its insurance or by any rights of indemnity or contribution that it may have against others or they might exceed the amount of its insurance coverage. In addition, large retail customers often require Chiquita to indemnify them for claims made by consumers who have purchased Chiquita’s products, regardless of whether the claim arises from Chiquita’s handling of the product.

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Claims or other events or rumors relating to the “Chiquita” or “Fresh Express” brands could significantly affect Chiquita’s business.

The success of Chiquita’s business strategy depends on its continued ability to use its trademarks and related brands in order to increase awareness and further develop its products. Consumers and institutions associate the “Chiquita” and “Fresh Express” trademarks and related brands with high-quality and safe food products, as well as responsible business practices, which are an integral part of Chiquita’s business. If Chiquita’s efforts to protect its trademarks and related brands are not adequate, or if any third party infringes on or violates Chiquita’s intellectual property, either in print, on the Internet or through other media, the value of Chiquita’s trademarks, brands and other intellectual property may be harmed, which could have a material adverse effect on its products and its business. Chiquita has licensed the Chiquita brand to several third parties over whom it has limited control, and acts or omissions by these third parties can reflect on Chiquita’s products and Chiquita’s business. While Chiquita tries to ensure that the quality of Chiquita’s brands is maintained by all of its licensees, it cannot be certain that these licensees will not take actions that adversely affect the value of Chiquita’s intellectual property or reputation. Furthermore, any events, rumors or negative publicity regarding the quality and safety of Chiquita’s food products or its business practices, even if baseless or as the result of actions of others in its industry, may adversely affect the value of Chiquita’s brand names and the demand for its products.

Labor issues can increase Chiquita’s costs or disrupt its operations; pressure to increase union representation could adversely affect Chiquita’s operations; and changes in immigration laws could impact the availability of produce purchased from third-party suppliers.

Most of Chiquita’s employees working in Central America are covered by labor contracts. Contracts covering approximately 7,000 employees are currently being negotiated, and contracts covering approximately 1,000 employees are set to expire in 2014. Under applicable law, employees are required to continue working under the terms of the expired contract. Approximately 2,000 of Chiquita’s Fresh Express employees, all of whom work in the United States, are covered by labor contracts. Chiquita cannot be sure that it will be able to successfully renegotiate its labor contracts on commercially reasonable terms as they expire or that it will be able to pass on any increased labor costs to its customers.

Chiquita is exposed to the risks of strikes or other labor-related actions in both Chiquita owned farms and those of independent growers or service providers supplying Chiquita. Labor stoppages and strikes may result in increased costs and, in the case of agricultural production, decreased crop quality. When prolonged strikes or other labor actions occur in agricultural production, growing crops may be significantly damaged or rendered un-harvestable as a result of the disruption of irrigation, disease and pest control and other agricultural practices. In addition, Chiquita’s non-union workforce, particularly in its salads and healthy snacks business in the U.S., has been subject to union organization efforts from time to time, and Chiquita could be subject to future unionization efforts. While Chiquita respects freedom of association, increased unionization of its workforce could lead to increases in Chiquita’s operating costs and/or constraints on its operating flexibility.

Chiquita purchases lettuce and other salad ingredients from many third parties that grow these products in the United States. The personnel engaged for harvesting operations typically include significant numbers of immigrants who are authorized to work in the U.S. The availability and number of these workers is subject to decrease if there are changes in U.S. immigration laws. A scarcity of available personnel to harvest agricultural products in the U.S. could increase Chiquita’s costs for those products or could lead to product shortages.

Chiquita’s international operations subject it to numerous risks.

Chiquita has international operations in countries throughout the world, including in Central America, Europe, the Middle East and China. These activities are subject to risks inherent in operating in those countries, including government regulation, political and economic stability, currency restrictions, fluctuations and other restraints, import and export restrictions, burdensome taxes, risks of expropriation, threats to employees, political instability, terrorist activities, including extortion, and risks of U.S. and foreign governmental regulation and action in relation to these operations. Under certain circumstances, Chiquita (i) might need to curtail, cease or alter its activities in a particular region or country, (ii) might not be able to establish or expand operations in certain countries, and (iii) might be subject to fines or other penalties. For

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example, in 2012, increasing international sanctions against Iran made it difficult for importers to obtain U.S. dollars, euros or other suitable currencies in sufficient quantity on a regular basis. Over the course of 2012, Chiquita’s receivable balance with these customers increased, and Chiquita established payment plans with each of these customers to reduce their balances. Certain customers have so far been able to find acceptable methods of payment to comply with their payment plans. However, some customers have not, and as a result Chiquita recorded a reserve of $9 million in 2012, with an additional $2 million in 2013 as a result of further delinquency and other repayment risk. If Chiquita is able to collect any portion of these receivables, the reserve may be reversed as appropriate. There can be no assurance that Chiquita would not be required to establish additional reserves on other customer receivables in the Middle East. Also, in 2010, Iran suspended the issuance of import licenses for bananas; although the importers in Iran to whom Chiquita sells had sufficient licenses that Chiquita’s imports into Iran were not affected, this type of import and export control could significantly affect Chiquita’s ability to market bananas in, or export bananas from, certain countries. Chiquita’s ability to sell its products to certain customers, countries or regions may be affected by U.S. or other applicable laws. For example, various trade sanctions against Iran and Syria require U.S. government authorization for sales there; notwithstanding the broad trade sanctions against these countries, under current U.S. law and licenses issued thereunder, Chiquita is authorized to sell food products to specific customers in these countries. Chiquita sources bananas from the Philippines for sale in the Middle East under a long-term purchase contract with a former joint venture partner that has committed volumes through 2016. Chiquita continues to develop other markets for these bananas, such as Iraq and Saudi Arabia, to diversify its risk in the region, but it cannot give assurances of its ability to do so.

As described in the periodic reports previously filed by Chiquita with the SEC and that are incorporated by reference into this proxy statement/prospectus, free trade area agreements (“FTAs”) between the EU and certain Latin American countries were initialed and implemented in 2012 and 2013, that require, among other things, the banana volumes assigned to relevant countries be administered through export licenses. Implementation of an export license system in the 1990s (subsequently ruled illegal) significantly increased Chiquita’s logistics and other export costs. Because questions remain over how the banana volume and export licensing rules will be applied over time, it is still unclear what, if any, effect the new FTAs will have on Chiquita’s operations.

In addition, as a means to increase tax revenue, governments are making transfer pricing enforcement a top priority by increasing the number of transfer pricing audits and creating new challenges for taxpayers. There is also increased legislative activity and many governments are introducing transfer pricing rules for the first time, particularly in Latin America. In general, transfer pricing rules are intended to ensure that cross-border sales among related entities are at arms-length to capture taxable profit or loss in each jurisdiction relative to the value added by a company in that jurisdiction. However, transfer pricing rules and application of those rules can vary widely between jurisdictions and can be applied inconsistently. As described in the periodic reports or notes to the Consolidated Financial Statements previously filed by Chiquita with the SEC and that are incorporated by reference into this proxy statement/prospectus, Ecuador is challenging the transfer pricing practices of major banana exporters and has assessed $15 million in income taxes, penalties and interest related to transfer pricing in 2008 and 2009. If Ecuador applies a similar methodology for tax years 2010 to present, additional assessments may be made. While Chiquita believes appropriate transfer pricing was applied in Ecuador and that it is more-likely-than-not that Chiquita will succeed upon appeal of these assessments, the outcome may not be known for a significant period of time and may involve significant costs. Additionally, other Latin American countries such as Costa Rica and Panama are implementing transfer pricing rules. While Chiquita believes it has taken appropriate measures to comply with these legislative changes, the actual application of these rules is uncertain and may negatively impact profitability or sourcing options.

Chiquita may be subject to substantial damage claims or fines arising from current legal proceedings related to its international operations.

Chiquita is currently involved in legal proceedings and investigations, described in more detail in the notes to the Consolidated Financial Statements and periodic reports that Chiquita previously filed with the SEC and that are incorporated by reference into this proxy statement/prospectus, involving, among other things, (i) litigation and investigations relating to payments made by Chiquita’s former banana-producing

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subsidiary in Colombia to a paramilitary group in that country which had been designated under U.S. law as a foreign terrorist organization, activities for which Chiquita has already paid penalties to the U.S. Department of Justice, and (ii) customs proceedings in Italy. Based on Italian procedural requirements in some of the Italian customs proceedings, Chiquita is currently required to make payments on an installment basis as a result of unfavorable rulings that are being appealed. Although these funds will be returned to Chiquita with interest if it ultimately prevails on appeal, the level of installment payments could increase significantly if similar unfavorable rulings are received in other cases, and the requirement to pay is not stayed or suspended. Regardless of the outcomes of these matters, Chiquita will incur legal and other fees to defend ourselves in all of these proceedings, which in aggregate may have a significant effect on its consolidated financial statements.

Fluctuations in currency exchange rates may adversely impact Chiquita’s financial results.

Chiquita’s international operations involve a variety of currencies, with its most significant exposure being to the euro. Both sales and local selling and transportation costs in Chiquita’s core European markets are in euros and other major European currencies. Chiquita also has significant operations in Latin America that result in costs in those local currencies; however, Chiquita’s banana and other produce purchase contracts are typically in U.S. dollars. Because produce purchase contracts are typically denominated in U.S. dollars, and produce in Europe and the Middle East typically is sold on the basis of weekly price quotes, local selling prices fluctuate partially as a result of currency exchange fluctuations. Chiquita cannot be sure that it can increase its local pricing to offset any unfavorable currency exchange fluctuations, such as the euro weakening against the U.S. dollar.

Chiquita reduces currency exchange risk from sales originating in currencies other than the U.S. dollar by exchanging local currencies for dollars promptly upon receipt. Chiquita may further reduce its currency exposure for these sales by purchasing hedging instruments to hedge the dollar value of its estimated euro net sales exposure up to 18 months into the future if it believes the cost-benefit is favorable. However, hedging activities cannot eliminate any long-term risk of currency exposure, and while Chiquita enters into hedging transactions only with highly-rated financial institutions, it cannot be sure that these institutions will be able to honor their contractual commitments if there were a major disruption in the financial markets.

Chiquita has a significant amount of goodwill and other intangible assets on its balance sheet; a substantial impairment of Chiquita’s goodwill or other intangible assets may adversely affect its financial statements.

At December 31, 2013, Chiquita had approximately $531 million of intangible assets, including goodwill of $18 million and trademarks of $39 million related to its salad operations, Fresh Express, and $388 million related to the Chiquita trademark. The value of these intangible assets depend on a variety of factors, including the success of Chiquita’s business, earnings growth and market conditions. Accounting standards require Chiquita to review goodwill and trademarks at least annually for impairment, and more frequently if impairment indicators are present. Based on the result of lower operating performance of retail value-added salad business, lower retail salad volumes, lower perceived valuation multiples in the packaged salad industry and continuing demand for private label versus branded products, Chiquita recorded a 2012 non-cash impairment charge to goodwill at Fresh Express. Chiquita cannot be sure that future reviews of its goodwill, trademarks and other intangible assets will not result in additional impairment charges. Although it does not affect cash flow or Chiquita’s compliance under the company’s current credit facility, an impairment charge decreases Chiquita’s net income and shareholders’ equity.

Chiquita’s level of indebtedness and the covenants in its debt agreements could adversely affect its ability to execute its growth strategy or to react to changes in its business, and Chiquita may be limited in its ability to use debt to fund future capital needs.

Chiquita had $670 million of debt outstanding at December 31, 2013. Most of Chiquita’s indebtedness and certain operating leases are issued under debt agreements that (1) require continuing compliance with covenants and (2) limit its ability to borrow additional funds due to limits under these covenants. Chiquita’s ability to comply with provisions under any of its debt agreements will be affected by its operating results and cash flow, which may be affected by events beyond its control.

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If there were an event of default under one of Chiquita’s debt instruments and it was unable to obtain a waiver or amendment, or if it had a change of control, the holders of the affected debt, as well as other holders of debt and leases with cross-default provisions, could cause all amounts outstanding with respect to that debt to be due and payable immediately. Chiquita’s assets or cash flow may not be sufficient to fully repay borrowings under its outstanding debt instruments if accelerated upon an event of default, and there is no guarantee that it would be able to repay, refinance or restructure the payments on those debt securities, affected leases and other contracts.

Although the amounts are volatile, Chiquita’s operations generated positive cash flow in recent years. If Chiquita’s operating results and cash flow decline for any reason, including those beyond Chiquita’s control, it might: (1) cause a default under Chiquita’s debt agreements; (2) increase its vulnerability to adverse economic or industry conditions; (3) limit its flexibility in planning for, or reacting to, changes in its business or industry; (4) further limit its ability to make strategic acquisitions and investments or to introduce related core products; (5) further limit its ability to make capital expenditures; and (6) place it at a competitive disadvantage relative to competitors that have less debt or greater financial resources.

Risks Relating to Fyffes

Fyffes short term performance may be difficult to predict and potentially volatile.

The key drivers of short term performance in Fyffes tropical produce operations are:

selling prices;
cost of fruit;
shipping and fuel costs;
exchange rates; and
European Union banana import duty.

These variables, together with operating costs and efficiencies and volume changes, are the key factors impacting Fyffes annual results, including its EBITA, which is the key performance measure for Fyffes tropical produce operations. Given the significance of these factors, Fyffes short term performance can be difficult to predict and potentially volatile.

The highly competitive environment in which Fyffes operates, as well as consolidation and other changes among its customers, may reduce the pricing and volume of some Fyffes products and may limit Fyffes ability to pass on increased costs to its customers.

Fyffes operates in a highly competitive industry and consequently the actions of competitors can also influence Fyffes performance. Fyffes may face significant competition, both actual and potential, including competition from global rivals which have large capital resources in the same business as that carried on by Fyffes. Competition in the industry is based upon, amongst other things: the range, price, quality of products and the service offer, geographical reach and reputation. If Fyffes does not compete effectively, Fyffes business, results of operations and financial condition could be materially adversely affected.

Fyffes customers are primarily major retailers and wholesalers. Increasingly, the retail customers are large supermarket chains which have large and growing shares of the markets in which they operate. Furthermore, supermarket chains are increasing the amount of produce they source directly. This can reduce the amount of produce they purchase from Fyffes. It can also make it more difficult for Fyffes to pass on unexpected cost increases in the price of fruit, shipping, fuel or other costs when they arise. Passing on inflationary increases in supply chain costs to Fyffes customers, particularly the retail sector is a challenge for Fyffes.

Fyffes international operations subject it to numerous risks.

Fyffes operations are in part dependent upon activities and investments in multiple jurisdictions. Although Fyffes aims to co-operate with and invest only in countries that are politically stable, these operations and investments are subject to risks that are inherent in operating in certain foreign countries, including: political changes and economic crises which may lead to significant changes in the business environment; and economic downturns, political instability, war or civil disturbances which may disrupt individual markets.

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An extended interruption in Fyffes ability to ship or distribute its products could have an adverse effect on Fyffes performance.

An extended interruption in Fyffes ability to ship or distribute its products could have an adverse effect on Fyffes performance. While Fyffes believes it is adequately insured and would attempt to transport its products by alternative means if there was an interruption due to strike, natural disasters or otherwise, Fyffes cannot be sure that it would be able to do so or be successful in doing so in a timely and cost-effective manner. Shipping and fuel are among Fyffes principal costs. When these costs increase, Fyffes may not be able to pass on the full impact of these higher costs to customers or there may be a time lag in doing so.

Adverse weather conditions and other unfavorable conditions for tropical produce production can impose significant costs and losses on Fyffes business.

Adverse weather and other unfavourable conditions for tropical produce production can adversely affect crop size and quality. In extreme circumstances, entire harvests may be lost in specific geographic areas. These factors can increase costs, decrease revenues and lead to additional charges to earnings which, from time to time, may have an adverse effect on Fyffes business. Similarly, serious quality issues and in particular deliberate or accidental contamination could have a significant impact on revenue.

Many of Fyffes products are subject to significant price fluctuations resulting from changes in market supply of and demand for tropical produce.

Fyffes earnings are significantly dependent on the selling prices obtained for tropical produce, which competes directly in any given market with other imported fresh produce and with local production when in season. Pricing is largely determined by market supply of and demand for tropical produce and competing fresh produce. Market demand is a function of population size, per capita consumption, the availability and quality of tropical produce, the availability, quality and price of locally produced or imported competing products and climatic and other general conditions in the marketplace. The global and individual country markets can from time to time be over-supplied. Excess supplies of tropical produce or competing fresh produce could lead to reduced selling prices for tropical produce and could have an adverse effect on Fyffes performance. In such a trading environment it can be difficult to pass on inflationary increases in supply chain costs to customers.

Fyffes performance is also influenced by normal supply and demand factors, including the impact of weather in both the producing countries and in the main markets in which Fyffes trades and by trends in consumption of fresh produce.

A decrease in the quality of the supply of Fyffes products or inconsistent delivery could have a significant negative impact on Fyffes revenue.

Profitability in the fresh produce sector is dependent on high quality supplies and consistency of delivery. It is possible that serious quality issues and, in particular, contamination of produce whether deliberate or accidental, could have a significant negative impact on sales revenue.

Uncertainty surrounding import regulations make it difficult to predict the future impact of these regulations on the Fyffes results of operations.

Bananas imported into the European Union (“EU”) from Latin America, Fyffes primary source of fruit, are subject to a tariff, while bananas imported from African, Caribbean and Pacific sources continue to enter the European Union tariff-free. In 2009, the EU and 11 Latin American countries reached the World Trade Organization (“WTO”) Geneva Agreement on Trade in Bananas (“GATB”), under which the EU agreed to reduce tariffs on Latin American bananas annually, from €176 per metric ton and ending with a rate of €114 per metric ton by 2019. The GATB resulted in tariff rates per metric ton of €143 in 2011, €136 in 2012 and €132 in both 2013 and 2014, respectively. The EU also signed a WTO agreement with the United States, under which it agreed not to reinstate WTO-illegal tariff quotas or licenses on banana imports.

In June 2012, the EU signed FTA agreements with (i) Colombia and Peru and (ii) the Central American countries. Under both FTA agreements, the EU committed to reduce its banana tariff to €75 per metric ton

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over ten years for specified volumes of banana exports from each of the countries covered by these FTAs, and further required that the banana volumes assigned to each country under the Central American FTA be administered through export licenses. Implementation of an export license system in the 1990s (subsequently ruled illegal) significantly increased Fyffes logistics and other export costs. The EU implemented its FTA with Peru on March 1, 2013; its FTAs with Panama, Honduras, Nicaragua, and Colombia on August 1, 2013; its FTAs with Costa Rica and El Salvador on October 1, 2013; and its FTA with Guatemala on December 1, 2013. Because questions remain over how the banana volume and export licensing rules will be applied over time, it is still unclear what, if any, effect the new FTAs will have on Fyffes operations.

The loss of certain of Fyffes key employees could have a material adverse effect on Fyffes business, results of operations and financial condition.

Fyffes is dependent on the continuing commitment of its senior management team. Although it is believed that key employees could be replaced in an orderly fashion should the need arise, the loss of such personnel without adequate replacement could have an adverse effect on Fyffes business, results of operations and financial condition. Fyffes does not maintain keyman insurance for its executive directors because Fyffes believes that the cost of obtaining key-man insurance is disproportionate to its usefulness.

Fyffes future growth depends on Fyffes ability to continue to successfully complete acquisitions.

Fyffes has always pursued a strategy of growth by acquisition and future growth will remain dependent on Fyffes ability to continue to successfully complete such transactions, in addition to organic growth.

Risks relating to management of joint ventures.

Fyffes operates some of its businesses through joint ventures with other companies. Joint venture investments may involve risks not otherwise present for investments made solely by Fyffes. For example, Fyffes may not control the joint ventures; joint venture partners may not agree to distributions that Fyffes believes are appropriate; joint venture partners may not observe their commitments; joint venture partners may have different interests than Fyffes and may take actions contrary to the interests of Fyffes; and it may be difficult for Fyffes to exit a joint venture if an impasse arises or if Fyffes desires to sell its interest.

Fyffes multinational operations expose it to different financial risks that include foreign exchange rate risks, credit risks, liquidity risks and interest rate risks.

Fyffes multinational operations expose it to different financial risks that include foreign exchange rate risks, credit risks, liquidity risks and interest rate risks. Fyffes has a risk management programme in place which seeks to limit the impact of these risks on Fyffes financial performance. The Fyffes board of directors has determined the policies for managing these risks. It is the policy of the Fyffes board of directors to manage these risks in a non-speculative manner.

Fyffes primary input costs are fruit, shipping and fuel. These costs are routinely denominated in dollars while most sales, other than in Fyffes U.S. melon business, are made in euro and Sterling. While a significant portion of Fyffes distribution and marketing businesses are based in Eurozone economies, it also has significant operations in the United Kingdom and, as a result, the consolidated balance sheet is exposed to Sterling currency fluctuations. In addition, Fyffes has substantial production and procurement operations in Central and South America and selling and distribution businesses in the United States. Although Fyffes may engage in foreign currency hedging transactions from time to time, there can be no assurance that those hedging transactions will be sufficient to protect against adverse exchange rate fluctuations; meaning that profits may be affected by fluctuations in exchange rates. The percentage of estimated future purchases that are hedged can vary at any point in time and depends on prevailing market conditions. A strengthening of the US Dollar against euro and Sterling could have an adverse effect on Fyffes performance. These currency risks are monitored by Fyffes Treasury Committee on an ongoing basis and managed as deemed appropriate by utilising a combination of spot and forward foreign currency contracts and, from time to time, foreign currency options. Fyffes balance sheet is also exposed to currency fluctuations relating to its net investment in its overseas non-euro denominated operations. Depending on the scale of the transaction, Fyffes may finance its overseas investments through foreign currency borrowings to hedge this exposure. Post acquisition, these overseas businesses generally fund their operations locally.

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Fyffes has detailed procedures for monitoring and managing the credit risk related to its trade receivables. Cash and short term bank deposits are invested with institutions of the highest credit rating or state guaranteed institutions, with limits on amounts held with individual banks at any one time. It is also Fyffes policy to have adequate undrawn facilities available at all times to cover unanticipated financing requirements. Liquidity issues, including having insufficient cash resources, would impact the ability of Fyffes to fund its operations and to grow its business. The maximum exposure to credit risk is represented by the carrying amount of the financial assets in the balance sheet.

Fyffes balance sheet contains both interest bearing assets and interest bearing liabilities. In general, the approach employed by Fyffes to manage its interest rate exposure is to maintain the majority of its cash, short term bank deposits and interest bearing borrowings on floating rates. Rates are generally fixed for relatively short periods in order to match funding requirements while being able to benefit from opportunities due to movements in longer term rates.

Fyffes finances its operations through a combination of retained profits, its own net cash resources and bank debt. The financial instruments that arise from this activity comprise bank deposits, bank loans and potentially, from time to time, certain financial assets such as government securities, commercial paper and other trade investments. Other financial instruments such as trade receivables and trade payables arise directly from operations. In addition, Fyffes enters into hedging instruments with a view to managing currency risk and, to a lesser extent, the interest rate risk arising from its operations.

A European Union competition investigation could result in substantial fines imposed on one of Fyffes joint ventures.

In 2008, the European Commission published its decision following the conclusion of its investigation into the supply of bananas in the Northern European region of the European Economic Area. No adverse findings were made against Fyffes and no fine imposed on it. Fyffes was very pleased with this outcome as regards its activities. At the same time, the European Commission found Fyffes German joint venture, Internationale Fruchtimport Gesellschaft Weichert GmbH & Co KG (“Weichert”) and Fresh Del Monte Produce Inc. (“Del Monte”) jointly and severally liable for a fine of €14.7 million for breaches of Article 81 of the Treaty of Rome and Article 53 of the European Economic Area Agreement relating to the supply of bananas to the Northern European region of the EEA, in the period 1 January 2000 to 31 December 2002. Fyffes acquired its 80% interest in Weichert from Del Monte on 1 January 2003. The Commission found that Weichert was controlled by Del Monte throughout the period covered by the decision. Proceedings in relation to this matter are continuing. Weichert continues to assert that it did not breach European Union competition regulations. Based on legal advice, Weichert provided for a net exceptional charge of €3.7 million in its 2008 accounts in this regard. While Fyffes has no liability in this matter, Fyffes income statement in 2008 reflected Fyffes 80% share of the net exceptional charge recognised in Weichert’s accounts, amounting to €2.9 million, on a prudent basis.

The reputation of Fyffes could be damaged if it fails to maintain best practices in terms of social and ethical standards, particularly as regards labour welfare.

There are social and environmental issues associated with the products that Fyffes sources and sells, particularly as much of its banana, pineapple and melon supplies originate in developing countries. Fyffes works closely with its suppliers to minimise the environmental impact of production and to promote best practice in terms of social and ethical standards, particularly as regards labour welfare. Fyffes expects to incur expenditure on an ongoing basis to comply with this best practice. Promotion of best practice could increase Fyffes expenses. In addition, the reputation of Fyffes could be damaged by a significant failure to meet these standards.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated into it by reference contain certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita and Fyffes, including: the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting Chiquita and/or Fyffes or the industry, labor relations, taxes, political instability and terrorism; unusual weather events, conditions or crop risks; continued ability of Chiquita and Fyffes to access the capital and credit markets on commercially reasonable terms and comply with the terms of their debt instruments; access to and cost of financing; and the outcome of pending litigation and governmental investigations involving Chiquita and/or Fyffes, as well as the legal fees and other costs incurred in connection with these items. You are cautioned that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement.

Forward-looking statements relating to the combination involving Fyffes and Chiquita include, but are not limited to: statements about the benefits of the combination, including expected synergies and future financial and operating results; Fyffes and Chiquita’s plans, objectives, expectations and intentions; the expected timing of completion of the combination; and other statements relating to the combination that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. There can be no assurance that actual results will not materially differ from expectations. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements. With respect to the combination, these factors include, but are not limited to: risks and uncertainties relating to the ability to obtain the requisite Fyffes and Chiquita shareholder approvals; the risk that Fyffes or Chiquita may be unable to obtain governmental and regulatory approvals required for the combination, or required governmental and regulatory approvals may delay the combination or result in the imposition of conditions that could reduce the anticipated benefits from the combination or cause the parties to abandon the combination; the risk that a condition to closing of the combination may not be satisfied; the length of time necessary to consummate the combination; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the combination may not be fully realized or may take longer to realize than expected; disruption arising as consequence of the combination making it more difficult to maintain existing relationships or establish new relationships with customers, employees or suppliers; the diversion of management time on combination-related issues; the ability of the combined company to retain and hire key personnel; the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business described elsewhere in this proxy statement/prospectus and in Chiquita’s most recent Annual Report on Form 10-K, Current Reports on Form 8-K and other documents filed from time to time with the SEC and incorporated herein by reference.

Actual results might differ materially from those expressed or implied by these forward-looking statements because these forward-looking statements are subject to assumptions and uncertainties. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements concerning the merger, the scheme or the other matters addressed in this proxy statement/prospectus and attributable to ChiquitaFyffes, Chiquita or Fyffes or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by applicable law or regulation, none of ChiquitaFyffes, Chiquita or Fyffes undertakes any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement/prospectus or any document incorporated by reference might not occur.

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PART 1 — THE COMBINATION AND THE SPECIAL MEETINGS
  
THE SPECIAL MEETING OF CHIQUITA’S SHAREHOLDERS

Overview

This proxy statement/prospectus is being provided to Chiquita shareholders as part of a solicitation of proxies by the Chiquita board of directors for use at the special meeting of Chiquita shareholders and at any adjournments of such meeting. This proxy statement/prospectus is being furnished to Chiquita shareholders on or about [•], 2014. In addition, this proxy statement/prospectus constitutes a prospectus for ChiquitaFyffes in connection with the issuance by ChiquitaFyffes of ordinary shares to Chiquita shareholders in connection with the combination. This proxy statement/prospectus provides Chiquita shareholders with information they need to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place of the Chiquita Special Meeting

Chiquita will hold a special meeting of shareholders on [•], 2014 at [•] local time, at 550 South Caldwell Street, Charlotte, North Carolina 28202.

Attendance

Only Chiquita shareholders on the Chiquita record date or persons holding a written proxy for any shareholder or account of Chiquita as of the record date may attend the Chiquita special meeting. Proof of stock ownership is necessary to attend. Registered Chiquita shareholders who plan to attend the special meeting may obtain admission tickets at the registration desk prior to the special meeting. Chiquita shareholders whose shares are registered in the name of a broker or bank may attend the special meeting by writing to the Office of the Secretary, Chiquita Brands International, Inc., 550 South Caldwell Street, Charlotte, North Carolina 28202, or by bringing certification of ownership, such as a driver’s license or passport and proof of ownership as of the Chiquita record date to the Chiquita special meeting. The use of cameras, cell phones, PDAs and recording equipment will be prohibited at the Chiquita special meeting.

Proposals

At the special meeting, Chiquita shareholders will vote upon proposals to:

adopt the transaction agreement and approve the merger;
approve the reduction of the share premium of ChiquitaFyffes to allow the creation of distributable reserves of ChiquitaFyffes;
approve, on a non-binding, advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise relates to the proposed combination;
approve the Amended Chiquita Stock and Incentive Plan; and
adjourn the special meeting, or any adjournments thereof, to another time or place if necessary or appropriate (i) to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the transaction agreement and approve the merger, (ii) to provide to Chiquita shareholders in advance of the special meeting any supplement or amendment to the proxy statement/prospectus and/or (iii) to disseminate any other information which is material to Chiquita shareholders voting at the special meeting.

Record Date; Outstanding Shares; Shares Entitled to Vote

Only holders of Chiquita common shares at the close of business on [•], 2014, the record date for the Chiquita special meeting, will be entitled to notice of, and to vote at, the Chiquita special meeting or any adjournments thereof. On the Chiquita record date, there were [•] Chiquita common shares outstanding, held by [•] holders of record. Each outstanding Chiquita share is entitled to one vote on each proposal and any other matter properly coming before the Chiquita special meeting.

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Quorum

A quorum of shareholders is necessary to form a valid meeting. The shareholders present in person or by proxy holding a majority of the outstanding shares entitled to vote at the special meeting will constitute a quorum for the transaction of business at the Chiquita special meeting. Chiquita’s inspector of election intends to treat as “present” for these purposes shareholders who have submitted properly executed or transmitted proxies that are marked “abstain.” The inspector will also treat as “present” any shares that are considered a “broker non-vote” (when the shareholder provides no instructions and the item is non-routine).

Vote Required; Recommendation of Chiquita’s Board of Directors

Proposal to Adopt the Transaction Agreement

Chiquita shareholders are considering and voting on a proposal to adopt the transaction agreement and approve the merger. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the combination. In particular, you are directed to the transaction agreement, which is attached as Annex A to this proxy statement/prospectus.

The adoption of the transaction agreement and approval of the merger requires the affirmative vote of a majority of the votes cast at the special meeting by Chiquita shareholders entitled to vote on the transaction agreement proposal. Abstentions and broker non-votes will have no impact on the outcome of the voting of the proposals.

The board of directors of Chiquita recommends that you vote “FOR” the adoption of the transaction agreement.

Proposal to Create Distributable Reserves of ChiquitaFyffes

Chiquita shareholders are considering and voting on a proposal to reduce the share premium of ChiquitaFyffes resulting from the issuance of ChiquitaFyffes shares pursuant to the scheme and the merger, in order to create distributable reserves of ChiquitaFyffes. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the creation of distributable reserves. See “Creation of Distributable Reserves of ChiquitaFyffes” beginning on page 142 of this proxy statement/prospectus.

Approval of the proposal to reduce the share premium of ChiquitaFyffes to allow the creation of distributable reserves requires the affirmative vote of a majority of the votes cast at the special meeting by Chiquita shareholders entitled to vote on such proposal. Approval of this proposal is not a condition to the completion of the combination and whether or not this proposal is approved will have no impact on the completion of the combination.

The board of directors of Chiquita recommends that you vote “FOR” the proposal to reduce the share premium of ChiquitaFyffes to allow the creation of distributable reserves.

Proposal to Approve, on a Non-Binding Advisory Basis, the Compensation That Will or May Become Payable to Chiquita’s Named Executive Officers That is Based on or Otherwise Relates to the Proposed Combination

Chiquita shareholders are considering and voting on a proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise relates to the proposed combination.

Approval of the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise relates to the proposed combination as disclosed in the sections of this proxy statement/prospectus captioned “The Combination — Interests of Certain Persons in the Combination — Chiquita — Golden Parachute Compensation” beginning on page 93 of this proxy statement/prospectus and “Chiquita Shareholder Vote on Specified Compensation Arrangements ” beginning on page 143 of this proxy statement/prospectus requires the affirmative vote of a majority of the votes cast at the special meeting by Chiquita shareholders entitled to vote on such proposal, although such vote will not be binding on Chiquita. Approval of this proposal is not a

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condition to the completion of the combination and whether or not this proposal is approved will have no impact on the completion of the combination.

The board of directors of Chiquita recommends that you vote “FOR” the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise relates to the proposed combination.

Proposal to Approve the Amended Chiquita Stock and Incentive Plan

Chiquita shareholders are considering and voting on a proposal to approve the Amended Chiquita Stock and Incentive Plan. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Amended Chiquita Stock and Incentive Plan. See “Chiquita Shareholder Vote on Amended Chiquita Stock and Incentive Plan” beginning on page 144 of this proxy statement/prospectus.

Approval of the proposal to approve the Amended Chiquita Stock and Incentive Plan requires the affirmative vote of a majority of the votes cast at the special meeting by Chiquita shareholders entitled to vote on such proposal. Approval of this proposal is not a condition to the completion of the combination and whether or not this proposal is approved will have no impact on the completion of the combination.

The board of directors of Chiquita recommends that you vote “FOR” the proposal to approve the Amended Chiquita Stock and Incentive Plan.

Proposal to Adjourn the Special Meeting

Chiquita shareholders may be asked to vote on a proposal to adjourn the special meeting, or any adjournments thereof, if necessary or appropriate (i) to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the transaction agreement and approve the merger, (ii) to provide to Chiquita shareholders in advance of the special meeting any supplement or amendment to the proxy statement/prospectus and/or (iii) to disseminate any other information which is material to Chiquita shareholders voting at the special meeting.

Approval of the Chiquita adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting by Chiquita shareholders entitled to vote on such proposal, whether or not a quorum is present. Approval of this proposal is not a condition to the completion of the combination and whether or not this proposal is approved will have no impact on the completion of the combination.

The board of directors of Chiquita recommends that you vote “FOR” the Chiquita adjournment proposal.

Share Ownership and Voting by Chiquita’s Officers and Directors

As of the Chiquita record date, the Chiquita directors and executive officers had the right to vote approximately [•] Chiquita common shares, representing approximately [•]% of the Chiquita common shares then outstanding and entitled to vote at the meeting. It is expected that the Chiquita directors and executive officers who are shareholders of Chiquita will vote “FOR” the proposal to adopt the transaction agreement, “FOR” the proposal to create distributable reserves of ChiquitaFyffes, “FOR” the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to Chiquita’s named executive officers that is based on or otherwise relates to the proposed combination as disclosed in the section of this proxy statement/prospectus captioned “The Combination — Interests of Certain Persons in the Combination — Chiquita — Golden Parachute Compensation” beginning on page 93 of this proxy statement/prospectus, “FOR” the proposal to approve the Amended Chiquita Stock and Incentive Plan and “FOR” the Chiquita adjournment proposal, although none of them has entered into any agreement requiring them to do so.

Voting Your Shares

Chiquita shareholders may vote in person at the special meeting or by proxy. Chiquita recommends that you submit your proxy even if you plan to attend the special meeting. If you vote by proxy, you may change your vote, among other ways, if you attend and vote by ballot at the special meeting.

If you own shares in your own name, you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.”

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If you are a Chiquita shareholder of record you may use the enclosed proxy card(s) to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card(s), your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return your proxy card(s) but do not mark your card(s) to tell the proxies how to vote, your shares will be voted “FOR” the proposals to adopt the transaction agreement, to create distributable reserves of ChiquitaFyffes, to approve the advisory proposal on compensatory matters, to approve the Amended Chiquita Stock and Incentive Plan and to adjourn the special meeting.

Chiquita shareholders may also vote over the Internet at www.proxyvote.com or by telephone at 1-800-690-6903 by 11:59 p.m. (Eastern Time in the U.S.) on the day immediately preceding the Chiquita special meeting. Voting instructions are printed on the proxy card or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the special meeting.

Voting Shares Held in Street Name

If your shares are held in an account through a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee.

If you do not provide voting instructions to your bank, broker or other nominee, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. This is referred to in this proxy statement/prospectus and in general as a “broker non-vote.” In these cases, the bank, broker or other nominee will not be able to vote your shares on those matters for which specific authorization is required; if there is a broker non-vote, your shares will be treated as present at the special meeting for purposes of determining the presence of a quorum. Brokers do not have discretionary authority to vote on any of the proposals.

Revoking Your Proxy

If you are a Chiquita shareholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

delivering a written revocation letter to the Secretary of Chiquita;
submitting your voting instructions again by telephone or over the Internet;
signing and returning by mail a proxy card with a later date so that it is received prior to the special meeting; or
attending the special meeting and voting by ballot in person.

Attendance at the special meeting will not, in and of itself, revoke a proxy.

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

Costs of Solicitation

Chiquita will bear the cost of soliciting proxies from its shareholders, except that the costs associated with the filing, printing, publication and mailing of this proxy statement/prospectus to both Fyffes shareholders and Chiquita’s shareholders will be borne and discharged one half by Fyffes and one half by Chiquita.

Chiquita will solicit proxies by mail. In addition, the directors, officers and employees of Chiquita may solicit proxies from its shareholders by telephone, electronic communication, or in person, but will not receive any additional compensation for their services. Chiquita will make arrangements with brokerage houses and other custodians, nominees, and fiduciaries for forwarding proxy solicitation material to the beneficial owners of Chiquita common shares held of record by those persons and will reimburse them for their reasonable out-of-pocket expenses incurred in forwarding such proxy solicitation materials.

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Chiquita has engaged a professional proxy solicitation firm, Alliance Advisors, LLC, to assist in soliciting proxies for a fee of $22,500. In addition, Chiquita will reimburse Alliance Advisors, LLC for its reasonable disbursements.

Chiquita shareholders should not send in their stock certificates with their proxy cards.

As described in “The Transaction Agreement — Exchange of Chiquita Shares” beginning on page 122 of this proxy statement/prospectus, Chiquita shareholders will be sent materials for exchanging Chiquita common shares shortly after the completion of the combination.

Other Business

Chiquita is not aware of any other business to be acted upon at the special meeting. If, however, other matters are properly brought before the special meeting, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the Chiquita board of directors may recommend.

Assistance

If you need assistance in completing your proxy card or have questions regarding Chiquita’s special meeting, please contact Alliance Advisors, LLC, the proxy solicitation agent for Chiquita, by mail at 200 Broadacres Drive, 3rd Floor, Bloomfield, New Jersey 07003, Attention: Domenick de Robertis. Banks and brokers call collect: (973) 873-7721; all others call toll free: (855) 976-3330.

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THE SPECIAL MEETINGS OF FYFFES SHAREHOLDERS

Overview

This proxy statement/prospectus is being provided to Fyffes shareholders in connection with the explanatory statement and scheme of arrangement which are set out in Parts 2 and 3 of this proxy statement/prospectus. This proxy statement/prospectus is being furnished to Fyffes shareholders on or about [•], 2014. This proxy statement/prospectus provides Fyffes shareholders with information they need to be able to vote or instruct their vote to be cast at the special meetings relating to the scheme.

Date, Time & Place of the Fyffes Special Meetings

Fyffes will convene a special court-ordered meeting of shareholders on [•], 2014 at [•] Irish time, at [•] Ireland. Fyffes will convene an extraordinary general meeting of shareholders on [•], 2014 at [•] Irish time, at the same location, or, if later, as soon as possible after the conclusion or adjournment of the Fyffes special court-ordered meeting.

Attendance

Attendance at the Fyffes special court-ordered meeting and the Fyffes EGM is limited to Fyffes shareholders on the Fyffes record date. Please indicate on the relevant proxy card if you plan to attend the special meetings. Each Fyffes shareholder may be asked to provide a valid picture identification, such as a driver’s license or passport and proof of ownership as of the Fyffes record date. The use of mobile phones, smartphones, pagers, recording and photographic equipment will not be permitted in the meeting rooms.

Proposals

Fyffes Special Court-Ordered Meeting:  Fyffes shareholders are being asked to consider and vote on a proposal at the special court-ordered meeting to approve the scheme of arrangement.

Fyffes Extraordinary General Meeting:  Fyffes shareholders are also being asked to consider and vote at the Fyffes EGM on certain proposals as set forth in the EGM resolutions described below.

The first three EGM resolutions relate to the approval of actions required to be taken in connection with the scheme — specifically, the cancellation of the shares of Fyffes that are not already owned by ChiquitaFyffes or its affiliates, the subsequent allotment and issuance of new shares of Fyffes to ChiquitaFyffes in exchange for the ChiquitaFyffes consideration and required amendments to Fyffes articles of association. The merger and the scheme are conditional on approval of EGM resolutions 1 through 3.

EGM Resolution #1:  To approve the cancellation of any Fyffes ordinary shares in issue prior to 10:00 p.m., Irish time, on the last business day before the Irish High Court hearing to sanction the scheme.
EGM Resolution #2:  To amend the articles of association of Fyffes so that any ordinary shares of Fyffes that are issued on or after the Cancellation Record Time are acquired by ChiquitaFyffes for the ChiquitaFyffes consideration.
EGM Resolution #3:  To authorize the directors of Fyffes to allot and issue new Fyffes shares, fully paid up, to ChiquitaFyffes in connection with effecting the scheme.
EGM Resolution #4:  To approve the reduction of the share premium of ChiquitaFyffes resulting from the issuance of ChiquitaFyffes shares pursuant to the scheme and the merger in order to create distributable reserves of ChiquitaFyffes.

The merger and the scheme are not conditional on approval of the final non-binding advisory EGM resolution which relates to the creation of distributable reserves of ChiquitaFyffes, which are required under Irish law in order for ChiquitaFyffes to be able to pay dividends and repurchase or redeem shares after the combination. As the Fyffes shareholders will not be holders of ChiquitaFyffes shares at the date of the EGM, the board of directors of Fyffes is seeking a non-binding advisory resolution of the Fyffes shareholders approving the creation of distributable reserves of ChiquitaFyffes.

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Record Date; Outstanding Ordinary Shares; Ordinary Shares Entitled to Vote

Only holders of Fyffes ordinary shares as of 11:59 p.m. (Irish time.) on [•], 2014, the record date for the Fyffes special meetings, will be entitled to vote at, the Fyffes special meetings or any adjournments thereof. On the Fyffes record date, there were [•] Fyffes ordinary shares outstanding, held by [•] holders of record. Each outstanding Fyffes ordinary share is entitled to one vote on each proposal and any other matter properly coming before the Fyffes special meetings.

Quorum

The presence of three persons at the Fyffes special meetings, each being a holder of Fyffes ordinary shares as of 11.59 p.m. (Irish time) on [•] 2014, the record date for the Fyffes special meetings, a proxy for a holder of Fyffes ordinary shares as of as of 11.59 p.m. (Irish time) on the record date for the Fyffes special meetings or a duly authorized representative of a corporate holder of Fyffes ordinary shares as of 11.59 p.m. (Irish time) on the record date for the Fyffes special meetings, will constitute a quorum for the transaction of business at the respective special meetings.

Ordinary Share Ownership and Voting by Fyffes Directors and Officers

As of the Fyffes record date, the Fyffes directors had the right to vote approximately [•] shares of the then-outstanding Fyffes ordinary shares at the special meetings, representing approximately [•]% of the Fyffes shares then outstanding and entitled to vote at the special court-ordered meeting and approximately [•]% of the Fyffes ordinary shares then outstanding and entitled to vote at the EGM. The Fyffes directors who are shareholders of Fyffes intend to vote “FOR” the scheme of arrangement at the special court-ordered meeting, and “FOR” all of the resolutions proposed at the EGM.

Vote Required; Recommendation of Fyffes Board of Directors

Fyffes Special Court-Ordered Meeting

Proposal to approve the scheme of arrangement:  Fyffes shareholders are being asked to vote on a proposal to approve the scheme at the Fyffes special court-ordered meeting. As set out in full under the section entitled “Part 2 — Explanatory Statement — Consents and Meetings” beginning on page 258 of this proxy statement/prospectus, the approval required at the special court-ordered meeting is a majority in number of the Fyffes shareholders of record casting votes on the proposal representing three-fourths (75 percent) or more in value of the Fyffes ordinary shares held by such holders, present and voting either in person or by proxy.

The merger and the scheme are conditional on approval of the scheme at the Fyffes special court-ordered meeting.

The Fyffes board of directors recommends that Fyffes shareholders vote “FOR” the proposal to approve the scheme of arrangement at the special court-ordered meeting.

In considering the recommendation of the board of directors of Fyffes, you should be aware that certain directors and executive officers of Fyffes will have interests in the proposed combination in addition to interests they might have as shareholders. See “The Combination — Interests of Certain Persons in the Combination — Fyffes” beginning on page 94 of this proxy statement/prospectus.

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Fyffes Extraordinary General Meeting

Set forth below is a table summarizing certain information with respect to the EGM #s:

     
EGM Resolution #   Resolution   Type of Resolution?   Combination Conditional on Approval of Resolution?
1.   Approve the cancellation of any Fyffes ordinary shares in issue before 10:00 p.m., Irish time, on the last business day before the Irish High Court hearing to sanction the scheme.   Special   Yes
2.   Amend the articles of association of Fyffes so that any ordinary shares of Fyffes that are issued on or after the Cancellation Record Time are acquired by ChiquitaFyffes for the ChiquitaFyffes consideration.   Special   Yes
3.   Authorize the directors of Fyffes to allot and issue new Fyffes shares, fully paid up, to ChiquitaFyffes in connection with effecting the scheme.   Ordinary   Yes
4.   To approve the reduction of the share premium of ChiquitaFyffes resulting from the issuance of ChiquitaFyffes shares pursuant to the scheme and the merger in order to create distributable reserves of ChiquitaFyffes.   Non-Binding
Advisory
Resolution
  No

At the Fyffes EGM, the requisite approval of each of the EGM resolutions depends on whether it is a “special resolution” (EGM resolutions 1 and 2), which requires the approval by at least 75 percent of the votes cast by the holders of Fyffes ordinary shares present and voting, either in person or by proxy at the EGM, or an “ordinary resolution” (EGM resolution 3), which requires the approval by a majority of the votes cast by the holders of Fyffes ordinary shares present and voting, either in person or by proxy at the EGM. Resolution 4, which is a non-binding advisory resolution, requires the approval by a majority of the votes cast by the holders of Fyffes ordinary shares present and voting, either in person or by proxy at the EGM.

The Fyffes board of directors recommends that Fyffes shareholders vote “FOR” the proposals to approve each of the EGM resolutions.

In considering the recommendations of the board of directors of Fyffes described above, you should be aware that certain directors and executive officers of Fyffes will have interests in the proposed combination in addition to interests they might have as shareholders. See “The Combination — Interests of Certain Persons in the Combination — Fyffes” beginning on page 94 of this proxy statement/prospectus.

Voting Your Ordinary Shares

Fyffes shareholders may vote by proxy or in person at the special meetings. A proxy need not be a Fyffes shareholder. Fyffes recommends that shareholders submit their proxies even if they plan to attend either or both special meetings. If shareholders vote by proxy, they may change their vote, among other ways, if they attend and vote at the special meetings.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members.

If a shareholder properly completes, signs, dates and returns a form of proxy, such shareholder’s shares will be voted in accordance with his, her or its instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If such shareholder signs and returns his, her or its form of proxy appointing the Chairman of the meeting as his, her or its proxy but does

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not provide any instructions as to how the proxy is to vote on a resolution, such shares will be voted with respect to such resolution in accordance with the recommendations of the Fyffes board of directors.

Alternatively, a shareholder may appoint a proxy or proxies electronically by logging on to the website of Fyffes registrars, Computershare Services (Ireland) Limited: at www.computershare.ie. Shareholders will be asked to enter their Shareholder Reference Number and PIN Number as printed on their form of proxy and agree to certain conditions. To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are signed (or a certified copy of such power or authority) must be lodged with Fyffes registrar, Computershare Services (Ireland) Limited, P.O. Box 954, Sandyford, Dublin 18 by no later than 48 hours before the time fixed for the relevant meeting. However, for the court-ordered special meeting only, if forms of proxy are not lodged in accordance with the preceding sentence, they may be handed to the Chairman of the meeting before the start of the meeting and will still be valid.

If you are a Fyffes shareholder of record in certificated form, you may revoke your proxy at any time before it is voted at the special meeting by:

delivering a written revocation letter to the Secretary of Fyffes;
signing and returning by mail a proxy card with a later date so that it is received prior to the special meeting; or
attending the special meeting and voting by ballot in person.

Attendance at the special meeting will not, in and of itself, revoke a proxy.

Voting by CREST Members

If you hold your Fyffes shares through CREST and you wish to appoint a proxy or proxies through the CREST electronic proxy appointment service you may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (“EUI”) and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Services (Ireland) Limited (ID 3RA50) by no later than 48 hours before the time set for the meeting (or if the meeting is adjourned for any reason, 48 hours before the time set for the relevant adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare Services (Ireland) Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. As a CREST member, it is your responsibility to take (or, if you are a CREST personal member or sponsored member or have appointed a voting service provider(s), to procure that your CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Fyffes may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended).

Costs of Solicitation

Chiquita and Fyffes will each bear 50% of the costs associated with the filing, printing, publication and mailing of this proxy statement/prospectus to both Fyffes shareholders and Chiquita’s shareholders. Fyffes has not engaged the services of a proxy solicitation agent in connection with the combination.

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Other Business

Fyffes is not aware of any other business to be acted upon at the special meetings. If, however, other matters are properly brought before the special meetings, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the Fyffes board of directors may recommend.

Adjournment; Postponement

Any adjournment or postponement of the special court-ordered meeting will result in an adjournment or postponement, as applicable, of the EGM.

Assistance

If you need assistance in completing your proxy card or have questions regarding Fyffes special meetings, please contact Fyffes registrars, Computershare Services (Ireland) Limited (on +353 1 216 3100) or by writing to the Company Secretary at the address set out below.

Fyffes plc
29 North Anne Street
Dublin 7, Ireland
+353(1) 887-2700
www.Fyffes.com “For Investors” tab

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THE COMBINATION

The Scheme and the Merger

On March 10, 2014, Chiquita, Fyffes, ChiquitaFyffes, Delaware Sub and Merger Sub entered into the transaction agreement.

Subject to the terms and conditions of the transaction agreement, ChiquitaFyffes will acquire Fyffes by means of a scheme of arrangement, as described in this proxy statement/prospectus. A “scheme” or a “scheme of arrangement” is an Irish statutory procedure pursuant to the Companies Act 1963 under which the Irish High Court may approve, and thus bind, a company to an arrangement with some or all of its shareholders. In the context of the combination, the scheme involves the cancellation of all of the shares of Fyffes, which are not already owned by ChiquitaFyffes or any of its affiliates, and the issuance of new ChiquitaFyffes ordinary shares by ChiquitaFyffes to the applicable shareholders in consideration of that cancellation. New shares of Fyffes are then issued directly to ChiquitaFyffes. At the completion of the combination, the holder of each Fyffes share will be entitled to receive from ChiquitaFyffes 0.1567 of a ChiquitaFyffes ordinary share. As a result, based on the number of outstanding shares of Chiquita and Fyffes as of the record date, former shareholders of Fyffes are expected to own approximately 49.3% of ChiquitaFyffes, on a fully diluted basis.

Immediately following implementation of the scheme, Merger Sub will be merged with and into Chiquita, with Chiquita surviving the merger as an indirect wholly owned subsidiary of ChiquitaFyffes. Each share of common stock of Merger Sub issued and outstanding will be cancelled and converted into one outstanding share of Chiquita, with Merger Sub then ceasing to exist. Pursuant to the transaction agreement, each Chiquita common share outstanding immediately prior to the effective time of the merger will be cancelled and automatically converted into the right to receive one ChiquitaFyffes ordinary share. After giving effect to the merger and the combination, based on the number of outstanding shares of Chiquita and Fyffes as of the record date, former shareholders of Chiquita are expected to own approximately 50.7% of ChiquitaFyffes, on a fully diluted basis.

Upon the completion of the combination, each of Chiquita and Fyffes will be wholly owned subsidiaries of ChiquitaFyffes.

Chiquita reserves the right, subject to the prior written approval of the Panel, to effect the scheme by way of a takeover offer, as an alternative to the scheme, in the circumstances described in and subject to the terms of the transaction agreement. In such event, such takeover offer will be implemented on terms and conditions that are at least as favorable to Fyffes shareholders (except for an acceptance condition set at 80 percent of the nominal value of the Fyffes shares to which such offer relates and which are not already beneficially owned by Chiquita) as those which would apply in relation to the scheme, among other requirements.

Background of the Combination

As part of the ongoing evaluation of their respective businesses, each of Chiquita’s and Fyffes management teams and boards of directors periodically review and assess the operations and financial performance of their respective companies, industry conditions and regulatory developments as they may each impact their respective companies’ long-term strategic goals and plans. As part of this ongoing evaluation process, from time to time each of Chiquita and Fyffes has considered potential opportunities for business combinations, acquisitions, and other financial and strategic alternatives.

Between the months of May and November 2012, Chiquita engaged in discussions and negotiations about a potential business combination transaction with another industry participant, which is referred to as Company A. Discussions with Company A were ultimately terminated on November 13, 2012 in light of the inability of Chiquita and Company A to reach agreement on various transaction terms.

At the end of 2011, Fernando Aguirre, who was then the Chairman, Chief Executive Officer and President of Chiquita, contacted David McCann, the Executive Chairman of Fyffes, to determine Fyffes interest in exploring a potential transaction with Chiquita. On December 21, 2011, Chiquita and Fyffes executed a reciprocal confidentiality agreement (the “Original Confidentiality Agreement”), although neither party, during the term of that agreement, carried out any substantive diligence of the other or began any

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meaningful effort to quantify potential synergies. The parties did, however, hire regulatory and Irish counsel to commence a preliminary review of certain legal issues.

Further conversations took place in March, 2012, between representatives of Goldman, Sachs & Co. (“Goldman Sachs”), Chiquita’s financial advisor, and representatives of Lazard, Fyffes financial advisor, in connection with a potential transaction, and in April 2012 between Mr. Aguirre and Mr. McCann. At these meetings, Fyffes noted that, while it was not for sale, it did believe that a strategic transaction was potentially compelling and confirmed that it did have an interest in exploring an all-stock transaction on the right terms, including a meaningful premium to Fyffes current valuation.

Periodic discussions continued into the summer and, at the end of July, 2012, a meeting was held between Mr. McCann and Fyffes lead independent director, on the one hand, and several of the directors of Chiquita, on the other, so that the Chiquita board could become more familiar with Fyffes and Mr. McCann. Discussions ensued. Fyffes provided an initial proposal for discussion in which shareholders of each company would own 50% of the equity of the combined company, which was not acceptable to Chiquita, and in late August, 2012, Fyffes communicated a proposal, contemplating that the parties would negotiate an exchange ratio that would give Chiquita shareholders somewhere between 51% and 55% of the equity of the combined company. Chiquita, at the time and after reviewing the matter with its financial advisor, determined to give the proposal additional consideration before responding. Such discussions were terminated, as reflected in a letter from Fyffes to Chiquita dated September 6, 2012, given the inability of the parties to make sufficient progress on key transaction terms.

On October 22 and October 23, 2012, Edward Lonergan, who succeeded Mr. Aguirre as President and Chief Executive Officer of Chiquita in October 2012, at the request of the Chiquita board of directors, contacted multiple industry participants that had previously been involved in transaction discussions with Chiquita about their interest in exploring a potential transaction. Company A expressed strong interest to assess a potential combination in the short term.

On November 2, 2012, in connection with the discussions between Chiquita and Company A regarding a potential business combination transaction, Chiquita and Fyffes agreed to a waiver of the confidentiality and standstill restrictions under the Original Confidentiality Agreement in order to permit Chiquita, Fyffes and Company A to explore a possible transaction involving certain assets of Chiquita and/or Company A. Such a transaction with Fyffes would have become effective only in the event that Chiquita and Company A entered into a business combination transaction. It was thought that a transaction with Fyffes involving assets of Chiquita and/or Company A, if announced at the same time a business combination transaction between Chiquita and Company A were announced, could facilitate consummation of a transaction on a timely basis. Chiquita and Company A ended their discussions on November 13, 2012, which also ended the related discussions with Fyffes.

Also on November 2, 2012, Mr. McCann expressed a potential interest in continuing to explore a strategic transaction with Chiquita on an exclusive basis in the event that discussions between Chiquita and Company A terminated. Chiquita and Fyffes did not proceed with discussions about a potential business combination, and on November 23, 2012, Chiquita sent a letter to Fyffes confirming that Chiquita was not, at that time, pursuing discussions regarding a possible business combination transaction between the two companies. Chiquita, nonetheless, reserved the right to resume discussions should its interest change.

On October 20, 2013, Messrs. Lonergan and McCann were in attendance at the Produce Marketing Association trade show (“PMA”) in New Orleans, Louisiana. Mr. Lonergan inquired in a brief discussion during the trade show if Mr. McCann would be interested in reopening discussions regarding a possible business combination transaction. Mr. McCann indicated to Mr. Lonergan that Fyffes would only be interested in reopening such discussions if the parties would negotiate an exchange ratio that would give Fyffes and Chiquita shareholders approximately 50% of the equity of the combined company on a fully diluted basis, that the appropriate governance structure would be put in place and that the name of the new entity would be a combination of both Fyffes and Chiquita.

On October 23, 2013, Mr. Lonergan telephoned Mr. McCann to say that the Chiquita board was willing to explore, subject to completion of diligence, the possibility of a combination transaction on the terms

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discussed at the PMA. Mr. McCann informed Mr. Lonergan that Fyffes had a scheduled board meeting the next day and that he would communicate the Chiquita board’s position to the Fyffes board and, following the meeting, he would let Mr. Lonergan know if the Fyffes board was willing to proceed further.

On October 24, 2013 at the Fyffes board meeting, Mr. McCann reported his discussions with Mr. Lonergan at the PMA and on their telephone conversation the previous evening. The Fyffes board considered this information and then agreed to explore the possibility of a combination with Chiquita and authorized Mr. McCann to take appropriate steps. Following the meeting, Mr. McCann telephoned Mr. Lonergan and communicated that the Fyffes board approved the exploration of a combination with Chiquita on the terms discussed at the PMA. They both agreed that the appropriate next step would be for representatives of senior management from the two companies to discuss the potential benefits of a strategic transaction, subject, in the case of Chiquita, to the Strategic Transaction Committee (the “STC”) of the Chiquita board of directors being in support of such discussions. The Chiquita board of directors had approved the establishment of the STC in December 2010 to assist it in considering, from time to time, potential strategic alternatives. Promptly following his telephone conversation with Mr. McCann, Mr. Lonergan communicated with the members of the STC, who had no objection to management having discussions with Fyffes concerning the strategic rationale for such a transaction.

On October 30, 2013, Mr. Lonergan and Brian Kocher, the Executive Vice President and Chief Operating Officer of Chiquita, met with Mr. McCann, Tom Murphy, the Finance Director of Fyffes and Coen Bos, the Chief Operating Officer of Fyffes, in Dublin. The parties reviewed the rationale for a combination transaction, including the potential synergies that might result from the combination of the two companies, but did not discuss a proposed exchange ratio or other economic terms for the transaction at this time. They also decided not to enter into a new confidentiality agreement at that time. However, the parties agreed that, in the event that discussions progressed, they would enter into a new confidentiality agreement prior to engaging in in-depth due diligence.

On November 5, 2013, the STC convened telephonically, along with management, to review recent communications between Chiquita and Fyffes and to consider the desirability of proceeding with further exploration of a potential combination with Fyffes. It was the consensus of the STC that management should pursue further exploration and discussions with Fyffes, and that the matters discussed and the conclusions reached by the STC at the meeting should be relayed to the Chiquita board of directors at a meeting called for that purpose and held on November 13, 2013.

On November 13, 2013, the Chiquita board of directors convened along with management, representatives from Goldman Sachs and a representative from Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden Arps”), Chiquita’s legal advisor, to consider the desirability of proceeding with further exploration of a potential combination with Fyffes. At the meeting, representatives from Goldman Sachs and Skadden discussed the possibility of structuring the combination such that Chiquita and Fyffes would become subsidiaries of a newly-formed holding company incorporated outside the United States, which would issue shares to Chiquita and Fyffes shareholders. No decision was reached as to the structure of the combination at this time. Representatives from Goldman Sachs also discussed the pro forma ownership of a combined company by reference to various illustrative exchange ratios. At the conclusion of the meeting, the Chiquita board of directors directed management to engage in further exploratory discussions with Fyffes.

On November 15, 2013, Mr. Lonergan called Mr. McCann to report that the Chiquita board of directors had recently met. Mr. Lonergan and Mr. McCann discussed the strategic rationale for engaging in a combination, as well as potential ways to structure the combination and the composition of the board of directors of the combined company, should the respective boards of directors ultimately decide to move forward with a combination transaction.

On November 18, 2013, Chiquita and Fyffes entered into a new confidentiality agreement that superseded the Original Confidentiality Agreement.

On November 25, 2013, Mr. Lonergan, after receiving input from the Chiquita board of directors, sent to Mr. McCann a term sheet containing a range of exchange ratios acceptable to Chiquita depending on the level

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of expected synergies resulting from the combination of the two companies, as well as Chiquita’s position regarding board composition and executive management positions.

On November 25, 2013, Mr. Lonergan and Mr. McCann had a further conversation regarding the potential composition of the board of directors of a combined company and Fyffes desire for an exchange ratio for the proposed combination that would provide Fyffes shareholders with shares of the combined company representing close to 50% of the combined company’s shares. Mr. McCann noted that the Fyffes board of directors planned to consider Chiquita’s proposals regarding exchange ratio and board composition shortly and that he would, thereafter, reply. Also, Mr. McCann noted that Fyffes had, again, retained Lazard to act as its financial advisor in connection with the potential combination and asked permission for Lazard to contact Goldman Sachs if necessary, to which Mr. Lonergan agreed.

On November 28, 2013, the Fyffes board of directors convened telephonically to review Chiquita’s term sheet proposals and, in particular, those proposals regarding exchange ratio and board composition and to consider the desirability of proceeding with further exploration of a potential combination with Fyffes. It was the consensus of the Fyffes board that Mr. McCann should pursue further discussions with Chiquita.

On December 2, 2013, representatives of Goldman Sachs and Lazard had a conversation about a potential exchange ratio and other non-economic terms for a potential combination, and Lazard noted that Mr. McCann would soon send a responsive term sheet to Mr. Lonergan.

On December 2, 2013, Messrs. Lonergan and McCann discussed details of the exchange ratio, synergies, and potential board composition. During the discussion, the two came to a preliminary understanding on a fixed exchange ratio that would provide Chiquita’s shareholders with shares of the combined company representing 50.7% of the combined company’s shares, and Fyffes shareholders with shares of the combined company representing 49.3% of the combined company’s shares, in each instance on a fully diluted basis. The two also came to a preliminary understanding, subject to additional diligence by the respective parties, on the target synergies to be realized from the proposed combination.

Later on December 2, 2013, Mr. McCann sent a term sheet to Mr. Lonergan that reiterated the points that the two had discussed earlier that day.

On December 4, 2013, Mr. McCann updated the Fyffes board of directors at its scheduled board meeting that day on the progress on the term sheet and a proposal for a meeting of both boards in New York before Christmas. The Fyffes board of directors agreed to continue to explore the combination with Chiquita. On the same day, Mr. Lonergan and Mr. McCann established the following terms as a potential framework for further discussions, recognizing that these terms were subject to change pending the outcome of each company’s business, legal and financial due diligence efforts, as well as additional input from the boards of directors of each company when called upon to consider and approve a combination transaction:

a 50.7%/49.3% equity split;
the board of directors of the combined company would be composed of an equal number of directors designated by Chiquita and Fyffes and one additional independent director to be appointed by the mutual consent of the parties;
Mr. McCann would be the chief executive officer of the combined company, and Chiquita would nominate the non-executive chairman of the board of directors of the combined company;
the executive management team would include members of both companies’ existing management, including Messrs. Kocher, Murphy and Bos, James E. Thompson, the Executive Vice President and Chief Legal Officer of Chiquita, and Kevin R. Holland, Executive Vice President and Chief People Officer, with any remaining positions to be filled by the “best of both” companies;
the shares of the combined company’s common stock would be listed on the NYSE;
the senior executives of the combined company would be based in Dublin, Ireland and Charlotte, North Carolina; and
the name of the combined company would be a combination of Chiquita and Fyffes.

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Also on December 4, 2013, Messrs. Lonergan and McCann agreed that certain members of each company’s management should make a presentation at a meeting at which the members of the boards of directors of each company would be present. After discussion, December 19 was fixed as the date for this meeting.

On December 11, 2013 Fyffes engaged Baker Botts L.L.P. to provide legal advice in connection with certain due diligence matters regarding Chiquita’s contingent liabilities, and on December 13, 2013, Fyffes engaged Kurt Salmon, a global management consultant firm, to provide advice in connection with certain due diligence matters regarding Fresh Express, Chiquita’s salads business.

On December 18, 2013, members of Chiquita’s and Fyffes management teams met in New York along with representatives from Goldman Sachs and Lazard to conduct an initial due diligence session and to prepare for the presentations to be made to the boards of directors of the two companies on December 19, 2013.

On December 19, 2013, the members of the boards of directors of Chiquita and Fyffes held a joint meeting in New York to hear a presentation from each company’s management teams. Following the presentations, Fyffes determined to perform diligence on Chiquita’s salads business, as Fyffes is not presently engaged in that business, as well as on certain of Chiquita’s contingent liabilities, before proceeding further in exploring a combination transaction.

On January 9, 2014, the Fyffes board of directors met to consider the results of its preliminary diligence and determined to proceed with exploring a possible combination with Chiquita. Representatives of Baker Botts and Arthur Cox, Fyffes legal advisor in Ireland, also attended this meeting.

On January 10, 2014, Mr. McCann telephoned Mr. Lonergan to inform him of the conclusions reached at the meeting of the Fyffes board of directors the previous day.

On January 11, 2014, the STC convened telephonically along with management and outside legal and financial advisors. During the meeting, the STC received an update from management regarding the recent communications that had taken place with Fyffes. It was the consensus of the STC that, while the STC recognized the need to be satisfied that the exchange ratio would be advantageous to both companies’ shareholders at the time any transaction were approved, Chiquita should continue to pursue discussions with Fyffes, and in that regard, that Chiquita and its advisors should begin conducting diligence and preparing transaction related documents when advisable.

On January 13, 2014, Mr. Lonergan telephoned Mr. McCann to inform him that the STC desired to continue exploring a potential combination.

On January 15, 2014, Chiquita and Fyffes agreed to meet in New York on January 22 and January 23 along with their respective legal and financial advisors to discuss diligence, process and timing matters, as well as other key issues related to the proposed combination.

On January 15, 2014, Fyffes engaged King & Wood Mallesons S J Berwin to conduct certain regulatory due diligence related to the proposed combination, and on January 16, 2014, Fyffes engaged Holland & Knight to conduct certain legal due diligence on Chiquita.

Between January 16, and January 20, 2014, the parties circulated to each other preliminary lists of due diligence requests, as well as a list of diligence matters to be discussed at the meetings among principals and their financial and legal advisors scheduled for January 22 and January 23, 2014 in New York.

On January 20, 2014, Fyffes engaged Simpson Thacher & Bartlett LLP (“Simpson Thacher”) as United States transaction legal advisors.

On January 22 and January 23, 2014, members of Chiquita’s and Fyffes management teams met along with their respective legal and financial advisors in New York to discuss certain key issues related to the proposed combination, including the corporate structure, domicile, organizational structure, board and management composition for the combined company, regulatory considerations, the potential synergies to be realized from the combination and the procedure for diligence and documentation. During these meetings, the two parties decided that, subject to the approval of their respective board of directors, the parties should aim

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to have the combination ready for consideration and announcement by March 10 in order to coincide with the date on which Fyffes planned to release its preliminary financial results for 2013. At the conclusion of the meetings, each of the parties agreed to begin detailed due diligence of the other party and to instruct its legal advisors to begin preparing transaction-related documents.

On January 27, 2014, Simpson Thacher provided to Skadden Arps a draft list of all documents that would need to be prepared and signed in connection with the proposed combination.

On January 29, 2014, representatives from Goldman Sachs and Lazard, financial advisors to Chiquita and Fyffes, respectively, had a phone conversation with Miceal Ryan, Director General of the Panel, to inform the Panel of the ongoing discussions regarding a potential combination, as well as the advisors involved.

On February 5, 2014, Chiquita and Fyffes provided one another access to electronic data rooms containing certain non-public information regarding each company’s business and operations. Also on that date, Chiquita, Fyffes and their respective advisors entered into a “clean team” agreement whereby the parties agreed to be bound by certain non-disclosure and access obligations with respect to competitively sensitive information in connection with the proposed combination. During the next several weeks, the parties supplied each other and their representatives with extensive due diligence information. Members of management and other representatives of both parties also engaged in several telephonic discussions regarding diligence matters, including multiple follow-up diligence calls on individual topics.

On February 7, 2014, Chiquita, Fyffes, their respective financial advisors, PricewaterhouseCoopers LLP, Chiquita’s outside accountants and KPMG, Fyffes outside accountants, had a conference call to discuss the preparation of required financial statements in connection with the proxy statement/prospectus.

Later on February 7, 2014, Skadden Arps sent an initial draft of a transaction agreement to Simpson Thacher.

On February 9, 2014, Arthur Cox sent to Skadden Arps and McCann FitzGerald Solicitors, Chiquita’s legal advisors in Ireland (“McCann FitzGerald”), a preliminary draft of materials required by Rule 2.5 of the Irish Takeover Rules (the “Rule 2.5 Announcement”) in the event the parties entered into a transaction agreement. During the course of the next several weeks, Chiquita and Fyffes, together with their respective advisors, engaged in discussions regarding, and exchanged drafts of, the Rule 2.5 Announcement.

On February 12 and 13, Chiquita and Fyffes, together with their respective legal and financial advisors and outside accountants, met in New York to discuss diligence, tax and structuring, regulatory, legal and financial matters related to the proposed combination. At the meetings, the parties jointly worked on developing the synergy estimates. Also, at the meetings, the parties decided that, subject to confirmation from the respective parties’ advisors, the combination would be structured as an acquisition of Chiquita and Fyffes by a new holding company incorporated in Ireland.

On February 17, 2014, Simpson Thacher sent to Skadden Arps a mark-up of the draft transaction agreement, as well as an initial draft of an expenses reimbursement agreement. During the course of the next several days, representatives from Skadden Arps, Simpson Thacher, McCann FitzGerald and Arthur Cox engaged in discussions regarding certain proposed terms of these agreements, including closing conditions, non-solicitation provisions, the circumstances under which either party would have to pay a termination fee to the other in the event of a termination of the transaction agreement, the amount of the termination fee, and the potential alternatives for the treatment, in connection with consummation of the scheme, of options to purchase Fyffes ordinary shares.

On February 20, 2014, the Chiquita board of directors met at Chiquita’s headquarters in Charlotte, North Carolina. At the meeting, representatives of Skadden Arps and McCann FitzGerald reviewed and discussed with the board their fiduciary duties under U.S. and Irish law in the context of the proposed combination with Fyffes. The representative from McCann FitzGerald also discussed the duties that would be applicable to directors of an Irish holding company and summarized the Chiquita board of directors’ duties under the Irish Takeover Rules and associated Irish legislation in the context of the proposed combination with Fyffes. Representatives from Goldman Sachs reviewed its preliminary financial analysis of the potential combination. Representatives from Freshfields Bruckhaus Deringer (“Freshfields”), Chiquita’s counsel for European Union

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related regulatory matters, and Kirkland & Ellis LLP (“Kirkland & Ellis”), the Company’s counsel for U.S. related regulatory matters, reviewed the various regulatory matters associated with the proposed combination. Also, at the meeting, in order to help ensure compliance by Chiquita with ongoing Irish legal requirements, the board of directors delegated the day-to-day conduct of the proposed combination with Fyffes to the STC. Lastly, while the board of directors did not believe it was legally required, the board determined that it was prudent to retain a second financial advisor, whose sole function would be to render an opinion regarding the fairness, from a financial perspective, of the consideration to be received by Chiquita’s shareholders in the combination. The Chiquita board of directors directed management and Chiquita’s legal advisors to work with the STC to retain an appropriate financial advisor.

On February 21, 2014, Fyffes board of directors met in Dublin, Ireland to discuss their due diligence review of Chiquita and the progress of discussions between the two parties. The Fyffes board of directors reviewed certain preliminary financial analyses and data regarding Chiquita, various preliminary valuation observations, and various process considerations, based on preliminary materials compiled by Lazard at the request of the Fyffes board of directors. Representatives of KPMG were in attendance for the parts of the meeting where the updates on financial due diligence were discussed. Representatives of Holland & Knight and Arthur Cox summarized certain items which had been flagged in the legal due diligence. Representatives of King & Wood Mallesons S J Berwin provide the board with a summary of their regulatory advice regarding the combination. Representatives of Simpson Thacher and Arthur Cox reviewed with the board certain preliminary terms of the combination and transaction agreements, and representatives of Arthur Cox also summarized the board of directors’ duties under the Irish Takeover Rules and associated Irish legislation in the context of the proposed combination.

On February 21, 2014, Skadden Arps sent to Simpson Thacher a revised draft of the transaction agreement and a mark-up of the draft expenses reimbursement agreement.

During the week of February 24, 2014, Messrs. Lonergan and McCann spoke telephonically several times to discuss topics related to the proposed combination. During the course of their conversations, the two spoke about the potential composition of the board of directors of the combined company and of Mr. McCann’s desire that one of Fyffes current executive directors, in addition to himself, serve as a director of the combined company. As a solution, the two agreed that, subject to approval from their respective boards of directors, the board of directors of the combined company would be composed of ten independent directors, with Chiquita being entitled to designate five of the independent directors, Fyffes being entitled to designate four, and the remaining independent director being appointed by the mutual consent of the parties. Messrs. McCann and Lonergan also discussed the potential management structure of the combined company. During their conversations, Messrs. Lonergan and McCann also reaffirmed their objective that, subject to market and other conditions at the time that the combination was agreed upon, the exchange ratio should result in Chiquita’s shareholders owning 50.7% of the combined company upon consummation of the proposed combination, on a fully diluted basis. Finally, Mr. Lonergan reported that he and Mr. McCann discussed the potential organizational structure of the combined company and executive compensation matters, and agreed, as a principle, that the executives of Fyffes that remained with the combined company should receive salaries and benefits consistent with industry norms.

On February 26, 2014, the STC convened telephonically along with management and outside legal and financial advisors. During the meeting, the STC received an update from management regarding the recent communications that had taken place between the management teams of Chiquita and Fyffes. The STC also received updates from its legal and financial advisors on various topics related to the proposed combination, including a review from Goldman Sachs of its preliminary financial analysis of the potential combination. During the meeting, the STC reviewed its efforts to retain a second financial advisor and authorized the retention of Wells Fargo Securities, in light of, among other things, Wells Fargo Securities’ familiarity with Chiquita and its business and its experience as a financial advisor in connection with mergers and acquisitions. After discussing the matter, the STC directed management to execute an engagement letter with Wells Fargo Securities for that purpose. At the conclusion of the meeting, the STC directed management and its advisors to complete their due diligence efforts with respect to Fyffes and attempt to resolve open issues with Fyffes regarding the proposed combination.

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Effective as of February 27, 2014, Chiquita and Wells Fargo Securities entered into an engagement letter pursuant to which Wells Fargo Securities was, subject to the terms and upon the conditions set forth therein, engaged to render an opinion with respect to the fairness, from a financial point of view, to the holders of Chiquita common shares of the merger consideration in the combination.

On February 28, 2014, Chiquita retained Joele Frank, Wilkinson Brimmer Katcher (“Joele Frank”) to work on the various press releases and other communications to be issued in connection with the proposed combination with Fyffes, including the Rule 2.5 Announcement.

On March 2, 2014, Simpson Thacher sent to Skadden Arps a mark-up of the draft transaction agreement and a revised draft of the expenses reimbursement agreement.

Also on March 2, 2014, the Chiquita board of directors convened telephonically along with management, PricewaterhouseCoopers LLP, PricewaterhouseCoopers, One Spencer Dock, North Wall Quay, Dublin 1, Ireland (“PricewaterhouseCoopers Ireland”) and outside legal and financial advisors to review the status of negotiations with Fyffes regarding the proposed combination. During the meeting, the Chiquita board of directors received updates from management on due diligence matters and the preparation of the Rule 2.5 Announcement, including the merger benefits statement to be included therein. In addition, representatives from Goldman Sachs reviewed its preliminary financial analysis of the proposed combination, Skadden Arps reviewed the open items in the transaction agreement, Wells Fargo Securities reviewed the status of their work pursuant to their engagement to date and Freshfields updated the board of directors as to the planned approach with respect to the regulatory approval process in Europe.

Between March 1 and March 3, 2014, Fyffes contacted, at Chiquita’s request, its two largest shareholders to ask them to execute an irrevocable undertaking to support the combination, should the boards of directors of the respective companies decide to approve the proposed combination. After some discussions and negotiations, on March 7, 2014, an affiliate of The InterTech Group executed a letter of support and delivered it to Fyffes, while on March 9, 2014, Balkan Investment Company and certain of its subsidiaries executed an irrevocable undertaking and delivered it to Chiquita.

On March 3, 2014, Arthur Cox and Goldman Sachs made submissions to the Panel in relation to various matters in respect of which the Panel’s consent or approval was required prior to the time that the boards of directors of Chiquita and Fyffes would be asked to consider and approve the combination.

On March 4, 2014, Skadden Arps sent to Simpson Thacher a mark-up of the draft expenses reimbursement agreement and a revised draft of the transaction agreement.

Later on March 4, 2014, Simpson Thacher sent to Skadden Arps an initial draft of Fyffes disclosure schedules to the transaction agreement, and Skadden Arps sent to Simpson Thacher an initial draft of Chiquita’s disclosure schedules to the transaction agreement. During the course of the next several days, Chiquita’s and Fyffes outside legal advisors exchanged multiple drafts of, and mark-ups to, each party’s draft disclosure schedules and engaged in a series of discussions related thereto.

On March 5, 2014, the STC convened telephonically along with management and outside legal and financial advisors to receive an update from Chiquita’s management and its advisors with respect to the ongoing discussions with Fyffes. During the meeting, Mr. Lonergan notified the STC that he understood that Fyffes would be making efforts to contact some of Fyffes significant shareholders on the terms of support agreements, which, if executed, would reflect the agreement of those shareholders to vote all shares beneficially owned by them in favor of the proposed combination. In addition, members of Chiquita’s management provided updates on due diligence matters, Skadden Arps provided an update on the open points in the transaction agreement and McCann FitzGerald provided an update as to recent discussions with the Panel regarding the proposed combination.

Later on March 5, 2014, Simpson Thacher sent to Skadden Arps a mark-up of the draft transaction agreement.

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On March 5, 2014, a draft of the transaction agreement was sent to the Panel to assist it in its consideration of the submission that had been made to the Panel in regard to Rules 13 and 21.1 of the Irish Takeover Rules. A submission was also made to the Panel on March 5, 2014 in regard to Rule 15 of the Irish Takeover Rules (which governs options and other similar securities), outlining the proposed treatment of the Fyffes Equity Share Awards under the transaction agreement.

On March 6, 2014, the Panel wrote to the parties to confirm that it had granted certain consents necessary to proceed with the combination and issue the Rule 2.5 Announcement and certain related matters.

Later on March 6, 2014, the parties reached agreement (subject to the approval of each party’s board of directors) on the amount of the reverse termination fee payable by Chiquita if the combination were to be terminated under certain circumstances, which was the last remaining open point to be negotiated in the expenses reimbursement agreement.

Between March 6 and March 9, 2014, the parties reached agreement (subject to the approval of each party’s board of directors) on and finalized the terms of the transaction agreement and expenses reimbursement agreement, each of the parties’ disclosure schedules and the terms of the press release and Rule 2.5 Announcement.

On March 7, 2014, Fyffes engaged Wilson Hartnell Public Relations to act as its public relations advisor and Davy Corporate Finance (Fyffes Nominated Advisor for ESM and AIM stock markets) to act as an additional financial advisor.

On March 7, 2014, the full Fyffes board of directors held a special telephone meeting to consider the terms of the proposed combination. Representatives of Lazard and Arthur Cox were also in attendance at this meeting. The directors were provided with copies of the transaction agreement and of the other transaction documents and a summary of the terms thereof, in advance of the meeting. Representatives of Lazard orally confirmed their advice to Fyffes board of directors that Lazard, having taken into account the commercial assessment of the Fyffes board of directors, considered the terms of the combination to be fair and reasonable. After considering the proposed terms of the transaction agreement and the expenses reimbursement agreement and taking into account the advice provided by Lazard and Fyffes legal advisors, and taking into consideration the matters discussed during that board meeting and prior meetings of the board, the Fyffes board of directors unanimously determined that the terms of the combination were fair and reasonable and it was for the commercial benefit and in the best interests of Fyffes to approve the combination and to approve the entry into the transaction agreements by Fyffes and the performance by Fyffes of its obligations arising under the combination and the transaction agreements and resolved to recommend that the Fyffes shareholders vote in favor of the scheme of arrangement. The Fyffes board also appointed a committee with the necessary authority to approve any final amendments to the transaction documentation and the 2.5 announcement.

On March 9, 2014, the Chiquita board of directors convened telephonically to consider the terms of the proposed combination. Prior to the meeting, the directors received, among other things, substantially final forms of the transaction and expenses reimbursement agreements (including a summary of the terms thereof), a substantially final version of the Rule 2.5 Announcement, and information relating to the financial analyses to be reviewed and discussed with the Chiquita board of directors by each of Goldman Sachs and Wells Fargo Securities. At the March 9 meeting, Mr. Lonergan reviewed with the board of directors Chiquita’s preliminary financial results for the months of January and February, 2014 and indicated that he had provided a similar update to Mr. McCann.

Later in the meeting, representatives from Skadden Arps reviewed the Chiquita board of director’s fiduciary duties in connection with a potential combination and provided a detailed summary of the material terms of the transaction agreement, expenses reimbursement agreement, and the shareholder support agreements. The representatives from Skadden Arps had noted that they had consulted with Chiquita’s regular New Jersey corporate counsel, who confirmed that the relevant law had not changed since these matters were last discussed with the board. Representatives from management provided updates on due diligence items, and representatives from Goldman Sachs reviewed Goldman Sachs’ financial analysis of the proposed combination. Representatives from Goldman Sachs then rendered an oral opinion to the Chiquita board of directors (which was subsequently confirmed in writing) that, as of the date of the transaction agreement

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and based upon and subject to the factors and assumptions set forth in such written opinion, the merger consideration to be paid to Chiquita shareholders (other than Fyffes and its affiliates) pursuant to the transaction agreement was fair, from a financial point of view, to such holders. See “The Combination — Opinions of Chiquita’s Financial Advisors — Goldman Sachs” beginning on page 76 of this proxy statement/prospectus.

At the request of the Chiquita board of directors, representatives from Wells Fargo Securities then reviewed and discussed Wells Fargo Securities’ financial analyses with respect to Chiquita, Fyffes and the proposed combination. Thereafter, at the request of the Chiquita board of directors, Wells Fargo Securities rendered its oral opinion to the Chiquita board of directors (which was subsequently confirmed in writing by delivery of Wells Fargo Securities’ written opinion addressed to the Chiquita board of directors dated March 9, 2014), as to, as of March 9, 2014, the fairness, from a financial point of view, to the holders of Chiquita common shares (other than Fyffes and its affiliates) of the merger consideration in the combination pursuant to the transaction agreement. See “The Combination — Opinions of Chiquita’s Financial Advisors — Wells Fargo Securities” beginning on page 82 of this proxy statement/prospectus.

After considering the proposed terms of the transaction agreement and the expenses reimbursement agreement and the various presentations from members of Chiquita’s management, its financial and legal advisors, and taking into consideration the matters discussed during that board meeting and prior meetings of the board, including the fact that both Goldman Sachs and Wells Fargo or one of their affiliates is a lender to Chiquita, and the fact that the members of the STC had, at that meeting, recommended that the Chiquita board of directors approve the transaction agreement and the transactions contemplated thereby, the Chiquita board of directors unanimously determined that the transaction agreement and the transactions contemplated by the transaction agreement, including the scheme and the merger, are advisable, will further the strategies and goals of Chiquita and are fair to and in the best interests of Chiquita and its shareholders, approved the transaction agreement and the expenses reimbursement agreement and the transactions contemplated by the transaction agreement, including the scheme and the merger, and resolved to recommend that the Chiquita shareholders vote in favor of the transaction agreement and the merger.

On March 9, 2014, the full Fyffes board of directors held a special telephone meeting. Representatives of Lazard, Arthur Cox and Simpson Thacher were also in attendance at this meeting. The Fyffes board of directors was provided updates with respect to due diligence matters and the resolution of the final open items in the transaction agreement. The Fyffes board of directors was also provided an update regarding Chiquita’s preliminary financial results for the months of January and February, 2014. Following such review, the Fyffes board of directors unanimously reaffirmed its approval of the combination and the entry into the transaction agreements by Fyffes and the performance by Fyffes of its obligations arising under the combination and the transaction agreements and resolved to recommend that the Fyffes shareholders vote in favor of the scheme of arrangement.

Chiquita and Fyffes subsequently executed the definitive transaction agreement and expenses reimbursement agreement, and, on March 10, 2014, Chiquita and Fyffes jointly issued the Rule 2.5 Announcement with respect to the combination.

Recommendation of the Chiquita Board of Directors and Chiquita’s Reasons for the Combination

At its meeting on March 9, 2014, the Chiquita board of directors unanimously approved the transaction agreement and determined that the terms of the combination will further the strategies and goals of Chiquita and are fair to and in the best interests of Chiquita and its shareholders. The Chiquita board of directors unanimously recommends that the shareholders of Chiquita vote “For” the adoption of the transaction agreement and the approval of the merger and “For” the other resolutions at the Chiquita special meeting.

The Chiquita board of directors considered many factors in making its determination that the terms of the combination, including the merger and the scheme, are advisable and will further the strategies and goals of Chiquita and recommending adoption of the transaction agreement by the Chiquita shareholders. In arriving at its determination, the board of directors of Chiquita consulted with Chiquita’s management, legal advisors,

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financial advisors and other representatives, reviewed a significant amount of information, considered a number of factors in its deliberations and concluded that the combination is likely to result in significant strategic and financial benefits to Chiquita and its shareholders, including:

administrative cost savings and enhanced operational cost efficiencies resulting from there being one entity which is larger in size;
the generation of at least $40 million in expected annual pre-tax operating synergies by the end of 2016, which are anticipated to be comprised of efficiencies in the areas of fruit utilisation, shipping, port operations, packaging and procurement, as well as in the areas of public company expenses, integration of senior management and administration;
the potential for the combination to enhance Chiquita’s ability to compete by creating a combined company with increased scale, a more diversified product portfolio, a stronger financial profile and a broader geographic footprint;
the improved ability to service its customers through enhanced operating efficiencies;
opportunities to source and deliver produce more efficiently, with greater controlled farm land, more fair trade options and product diversification;
the opportunity to combine the best of Chiquita’s and Fyffes management talent, with enhanced functional and geographic expertise;
the expected generation of stronger operating cash flow, which is anticipated to permit the combined company to de-lever the combined company balance sheet on an accelerated basis;
the anticipated enhanced credit profile of the combined company relative to Chiquita, with increased earnings and cash flow;
the expectation that the combination, having regard to anticipated synergies, will be accretive to ChiquitaFyffes on a net income basis no later than the first calendar year following consummation of the combination, which is presently expected to be the year ending on December 31, 2015; and
the fact that Chiquita shareholders, as shareholders of ChiquitaFyffes, will be able to participate in the future growth of the combined company and to participate in any premium received on any future sale of the combined company.

These beliefs are based in part on the following factors that the Chiquita board of directors considered:

the anticipated market capitalization, improved balance sheet, free cash flow and capital structure of ChiquitaFyffes;
the value represented by the expected increased cash flow and earnings improvement of ChiquitaFyffes reflected in the synergies;
that Chiquita and Fyffes will be able to consolidate operations and integrate the logistical and administrative aspects of the business;
that Fyffes has more extensive operations in distributing certain categories of fresh produce;
the fact that the combination will enable Chiquita to share the risks of its business, including the relative volatility in its operating performance that it has experienced in the past;
its belief that the financial terms reflected in the transaction agreement were the best terms that Chiquita could have negotiated with Fyffes;
that the Chiquita board of directors’ prior efforts in recent years to engage in strategic transactions were not successful;
that, subject to certain limited exceptions, Fyffes is prohibited from soliciting, participating in any discussion or negotiations, providing information to any third party or entering into any agreement providing for the acquisition of Fyffes;

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the limited number and nature of the conditions to Fyffes obligation to complete the combination;
that Fyffes must reimburse certain of Chiquita’s expenses in connection with the combination in an amount up to 1% of the equity value of Fyffes if the transaction agreement is terminated under the circumstances specified in the expenses reimbursement agreement;
the fact that the combination is subject to the adoption of the transaction agreement by the Chiquita shareholders;
its belief that, following review, the combination should ultimately receive the required regulatory approvals;
its knowledge of Chiquita’s business, operations, financial condition, earnings, strategy