U.S. and Russia Fight Proxy War Over Gay Rights in Kyrgyzstan – The Diplomat

With a controversy over proposed gay rights legislation in Kyrgyzstan, the struggle between the United States and Russia for influence in Central Asia – traditionally seen as a conflict over pipelines and military bases – is taking on aspects of a culture war.

Earlier this month, Kyrgyzstan’s parliament passed a law outlawing the promotion of “a positive attitude toward non-traditional sexual relations.” The U.S. embassy in Bishkek issued a statement condemning the legislation, saying that it “fundamentally threatens human rights, Kyrgyzstan’s democratic gains and constitutional guarantees…. No one should be silenced or imprisoned because of who they are or whom they love.” The parliament’s press service shot back, saying that the U.S. was interfering in Kyrgyzstan’s internal affairs and added that while developing the legislation, lawmakers had studied similar laws in several other countries – including eight American states.

The Russian involvement in the legislation is less direct but many observers detect the hand of the Kremlin, which also last year passed a law banning “gay propaganda.” Masha Gessen, writing in the New York Times, noted that Kyrgyzstan is also now considering a law restricting NGOs that receive money from abroad, which also is similar to a law Russia has passed. “In Russia the bills were passed separately, but their packaging in Kyrgyzstan is a perfect reflection of the xenophobic world view Russia has adopted and is now imposing on its allies,” Gessen wrote. The “promotion of Russian-style legislation and ideology” is a “stealthy expansionist project,” she added.

This is not the first time that the gay rights debate in Kyrgyzstan has taken on a U.S.-vs.-Russia cast. When Human Rights Watch issued a report in January criticizing the abuse of gay men at the hands of police in Kyrgyzstan, anti-gay nationalists chose the U.S. embassy in Bishkek as the place to hold a protest. The author of the report said the backlash was “due to discussions in Russian media about LGBT issues.”

In recent years, Russia has increasingly used its conservative ideology as part of its foreign policy toolkit, though it frames that conservatism as a defense against efforts by the U.S. and Europe to impose foreign values on the rest of the world. “We do not claim to be any sort of superpower with a claim to global or regional hegemony; we do not encroach on anyone’s interests, impose our patronage onto anyone, or try to teach others how to live their lives,” Putin said in a speech last year. “But we will strive to be leaders, defending international law, striving for respect and national sovereignty and peoples’ independence and identity.”

While Moscow rarely explicitly identifies gay rights as the target of this conservative push, its media is less circumspect and frequently equates Western values with homosexuality. The U.S., meanwhile, has increasingly made gay rights part of its diplomacy; former Secretary of State Hillary Clinton has bragged about getting into shouting matches with Russian officials over gay rights.

The gay rights debate in Kyrgyzstan is taking place while relations with Russia grow stronger and those with the U.S. weaken. Last year the Kyrgyzstan government refused to renew the agreement allowing for the presence of a U.S. air base in the country, which had operated since 2001 as a rear base for operations in Afghanistan. Meanwhile, it has allowed Russia to expand its air base in the country, and is moving toward joining the Russia-led Customs Union.

But rather than a Kremlin-orchestrated plot, the efforts to repress gays in Kyrgyzstan may be more usefully seen as part of a trend in the country toward the preservation of “traditional” values and Kyrgyz nationalism. The targets of those efforts are perceived outsiders of all stripes – gays, but also Uzbeks (the largest ethnic minority in Kyrgyzstan) and often, Russians. Last year, for example, the country debated a law that would require parental permission for any woman under 23 to travel abroad, apparently targeting young Kyrgyz women who work abroad in Russia. Proponents said the measure was necessary to preserve the Kyrgyz “gene pool.” Another effort sought to forbid the sale of traditional Kyrgyz “kalpak” hats to foreigners because some Russians would wear them to the banya. While rhetoric about gays in the Russian-speaking world may have helped inspire Kyrgyzstan’s anti-gay laws, Kyrgyzstan’s conservative nationalists are operating under their own agenda.

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source

US and Russia Fight Proxy War Over Gay Rights in Kyrgyzstan – The Diplomat

With a controversy over proposed gay rights legislation in Kyrgyzstan, the struggle between the United States and Russia for influence in Central Asia – traditionally seen as a conflict over pipelines and military bases – is taking on aspects of a culture war.

Earlier this month, Kyrgyzstan’s parliament passed a law outlawing the promotion of “a positive attitude toward non-traditional sexual relations.” The U.S. embassy in Bishkek issued a statement condemning the legislation, saying that it “fundamentally threatens human rights, Kyrgyzstan’s democratic gains and constitutional guarantees…. No one should be silenced or imprisoned because of who they are or whom they love.” The parliament’s press service shot back, saying that the U.S. was interfering in Kyrgyzstan’s internal affairs and added that while developing the legislation, lawmakers had studied similar laws in several other countries – including eight American states.

The Russian involvement in the legislation is less direct but many observers detect the hand of the Kremlin, which also last year passed a law banning “gay propaganda.” Masha Gessen, writing in the New York Times, noted that Kyrgyzstan is also now considering a law restricting NGOs that receive money from abroad, which also is similar to a law Russia has passed. “In Russia the bills were passed separately, but their packaging in Kyrgyzstan is a perfect reflection of the xenophobic world view Russia has adopted and is now imposing on its allies,” Gessen wrote. The “promotion of Russian-style legislation and ideology” is a “stealthy expansionist project,” she added.

This is not the first time that the gay rights debate in Kyrgyzstan has taken on a U.S.-vs.-Russia cast. When Human Rights Watch issued a report in January criticizing the abuse of gay men at the hands of police in Kyrgyzstan, anti-gay nationalists chose the U.S. embassy in Bishkek as the place to hold a protest. The author of the report said the backlash was “due to discussions in Russian media about LGBT issues.”

In recent years, Russia has increasingly used its conservative ideology as part of its foreign policy toolkit, though it frames that conservatism as a defense against efforts by the U.S. and Europe to impose foreign values on the rest of the world. “We do not claim to be any sort of superpower with a claim to global or regional hegemony; we do not encroach on anyone’s interests, impose our patronage onto anyone, or try to teach others how to live their lives,” Putin said in a speech last year. “But we will strive to be leaders, defending international law, striving for respect and national sovereignty and peoples’ independence and identity.”

While Moscow rarely explicitly identifies gay rights as the target of this conservative push, its media is less circumspect and frequently equates Western values with homosexuality. The U.S., meanwhile, has increasingly made gay rights part of its diplomacy; former Secretary of State Hillary Clinton has bragged about getting into shouting matches with Russian officials over gay rights.

The gay rights debate in Kyrgyzstan is taking place while relations with Russia grow stronger and those with the U.S. weaken. Last year the Kyrgyzstan government refused to renew the agreement allowing for the presence of a U.S. air base in the country, which had operated since 2001 as a rear base for operations in Afghanistan. Meanwhile, it has allowed Russia to expand its air base in the country, and is moving toward joining the Russia-led Customs Union.

But rather than a Kremlin-orchestrated plot, the efforts to repress gays in Kyrgyzstan may be more usefully seen as part of a trend in the country toward the preservation of “traditional” values and Kyrgyz nationalism. The targets of those efforts are perceived outsiders of all stripes – gays, but also Uzbeks (the largest ethnic minority in Kyrgyzstan) and often, Russians. Last year, for example, the country debated a law that would require parental permission for any woman under 23 to travel abroad, apparently targeting young Kyrgyz women who work abroad in Russia. Proponents said the measure was necessary to preserve the Kyrgyz “gene pool.” Another effort sought to forbid the sale of traditional Kyrgyz “kalpak” hats to foreigners because some Russians would wear them to the banya. While rhetoric about gays in the Russian-speaking world may have helped inspire Kyrgyzstan’s anti-gay laws, Kyrgyzstan’s conservative nationalists are operating under their own agenda.

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source

Proxy Firms Disagree Over Whether Chiquita-Fyffes Merger is Good for … – TheStreet.com

Renee Cordes

10/22/14 – 09:27 AM EDT

NEW YORK ( The Deal) — Shareholders of Chiquita Brands International  (CQB) are getting conflicting advice from top advisory proxy firms ahead of Friday’s vote on a planned merger with Ireland’s Fyffes.

On Tuesday, Glass, Lewis & Co. recommended that Chiquita shareholders vote against the Fyffes deal, a day after Institutional Shareholder Services Inc. did a U-turn and advised its clients to support the revised agreement with Fyffes.

“Based on our review of the updated materials, we believe the board’s case continues to leave more than a reasonable degree of doubt as to whether the revised Fyffes combination is the best option available to Chiquita investors,” Glass Lewis said.

It added: “Under the present conditions, we believe the best option available to shareholders is to reject the current arrangement and provide maximum flexibility to the board to conduct a more circumspect analysis of the potentially superior alternatives available to Chiquita.”

Rival Chiquita suitors Cutrale Group and Safra Group, both of Brazil, welcomed the recommendation and insisted that their sweetened $14-per-share bid offers shareholders a “superior and compelling alternative.” Chiquita rejected the Brazilian bid last week.

Juicemaker Cutrale and investor Safra’s $660 million offer aims to prevent Chiquita from joining forces with Fyffes to form the world’s leading banana producer. Chiquita and Fyffes rejigged the terms of their accord last month to give Chiquita shareholders a larger chunk of the future ChiquitaFyffes than originally foreseen.

While ISS had originally lobbied against the Fyffes deal, it is now urging Chiquita shareholders to approve the transaction, and reject the Brazilian offer.

“While the Cutrale/Safra cash bid appears to offer relative certainty of value, it does not appear to offer a sufficient premium to the value of the Chiquita/Fyffes combination,” ISS said on Monday.

Chiquita on Tuesday stepped up its lobbying efforts with a statement designed to “set the record straight” and correct what it called “inaccurate and misleading statements” from the Brazilian biddders. It reiterated that it views the Cutrale/Safra premium as too slim and accused the bid partners of distorting ISS’ analysis to advance their own case.

“Chiquita’s board of directors is solely focused on maximizing value for all Chiquita shareholders. In contrast, Cutrale/Safra appears only interested in acquiring Chiquita for the lowest possible price without adequately compensating Chiquita shareholders,” said Chiquita president and CEO Ed Lonergan in the statement.

Noting Wednesday’s advice from Glass, Lewis, he added that the “report fails to recognize the value of the Fyffes transaction and the improved terms negotiated by Chiquita’s board.”

The Chiquita-Fyffes combination already has the blessing of the European Commission, which granted conditional approval earlier this month.

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source

Advisory Firm Glass Lewis Opposes Chiquita-Fyffes Deal – New York Times

Photo

Chiquita bananas on display at a grocery story in Ohio.

Chiquita bananas on display at a grocery story in Ohio.Credit Amy Sancetta/Associated Press

Not everyone supports Chiquita Brands International‘s plan to acquire Fyffes.

The day after the big banana producer won the crucial support of Institutional Shareholder Services in its plan to acquire its Irish rival and reincorporate abroad, Glass Lewis, the other big proxy advisory firm, reaffirmed its opposition to the deal.

In doing so, Glass Lewis is essentially suggesting Chiquita consider the definitive $14 per share offer from the Cutrale Group and the Safra Group, a pair of unlikely bidders trying to scuttle Chiquita’s bid for Fyffes.

In making its recommendation, Glass Lewis said it believed Chiquita was being too optimistic in projecting its future value.

“Following an extensive review of the available arguments, we find the board relies quite heavily on estimated NewCo values unsupported by market trends, questionable methodologies intended to undermine the perceived value of the Cutrale/Safra bid and an adamant commitment to press its own deal forward despite potential greater options available to Chiquita,” the advisory service said.

The recommendation was welcome news to the Cutrale-Safra group, which said its offer “provides Chiquita shareholders with a superior and compelling alternative” to the Fyffes deal.

Chiquita shareholders will vote on the Fyffes deal on Friday.

A version of this article appears in print on 10/22/2014, on page B7 of the NewYork edition with the headline: Opposition.

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source

Proxy & applicant in SI recruitment test booked – Times of India

BHOPAL: Two persons including an imposter who appeared as a proxy for an applicant in the sub-inspectors recruitment test and the original applicant were booked for cheating on Monday. Imposter took the physical test of SI recruitment drive at Lal Parade grounds here.

It was the second incident in less than a fortnight wherein an imposter has been caught appearing on behalf of original applicant in cop recruitment test.

Police officials said on October 14 it was found a person identified as Dhananjay appeared as a proxy for a candidate Dhanraj. Voter ID card, signature and other documents were of Dhanraj, but Dhananjay insisted that he is the original candidate and name has been mentioned wrongly in the form.

However, after verifying the details and ascertaining that Dhananjay appeared as a proxy for Dhanraj both have been booked under sections of IPC, including 419 (punishment for cheating by personation) and 420 (cheating and dishonestly).

Dhanraj’s address in application and documents is of Phulpur in Uttar Pradesh and further details are being verified, police added.

Stay updated on the go with The Times of India’s mobile apps. Click here to download it for your device.

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source

Rally on Kashmir in UK: Proxy War on Foreign Soil? – NDTV

Published On: October 21, 2014 | Duration: 44 min, 24 sec

submit to reddit
email

loading..

Tonight on Left, Right & Centre :

Rally on Kashmir in UK: Proxy War on Foreign Soil?

The issue of Kashmir reaches the United Kingdom. India reacts sharply to a proposed rally on Kashmir in London. After its earlier attempts to internationalise the Kashmir issue were rebuffed, is Pakistan now resorting to a proxy war on foreign soil?

Delighted Modi Is Leading India: British PM David Cameron to NDTV

An exclusive interview with British Prime Minister David Cameron; he speaks on a range of issues including Prime Minister Narendra Modi’s leadership and India-Pakistan ties.

Housing Apartheid: No Entry for Single Women?

Actor Konkona Sensharma speaks up against housing apartheid in India, after a Mumbai housing society says ‘no entry’ to single women.

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source

Proxy Advisory Firm Glass Lewis Opposes Chiquita's Deal for Fyffes – New York Times

Photo

Chiquita bananas on display at a grocery story in Ohio.

Chiquita bananas on display at a grocery story in Ohio.Credit Amy Sancetta/Associated Press

Not everyone supports Chiquita Brands International’s plan to acquire Fyffes.

The day after the big banana producer won the crucial support of Institutional Shareholder Services in its plan to acquire its Irish rival and reincorporate abroad, Glass Lewis, the other big proxy advisory firm, reaffirmed its opposition to the deal.

In doing so, Glass Lewis is essentially suggesting Chiquita consider the definitive $14 per share offer from the Cutrale Group and the Safra Group, a pair of unlikely bidders trying to scuttle Chiquita’s bid for Fyffes.

In making its recommendation, Glass Lewis said it believed Chiquita was being too optimistic in projecting its future value.

“Following an extensive review of the available arguments, we find the board relies quite heavily on estimated NewCo values unsupported by market trends, questionable methodologies intended to undermine the perceived value of the Cutrale/Safra bid and an adamant commitment to press its own deal forward despite potential greater options available to Chiquita,” the advisory service said.

The recommendation was welcome news to the Cutrale-Safra group, which said its offer “provides Chiquita shareholders with a superior and compelling alternative” to the Fyffes deal.

Chiuita shareholders will vote on the Fyffes deal on Friday.

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source

Microsoft's revealing proxy shows Nadella payday – The Seattle Times (blog)

Now we know why Satya Nadella had so much faith in the corporate compensation system, at least until he was schooled on wage disparity at the Grace Hopper Celebration a few weeks ago.

Take a look at the value of the Microsoft chief’s inaugural compensation package, as revealed by a proxy report today:

karma!

That includes the estimated value of long-term stock awards.

It’s a breathtaking raise but he’s still a pauper compared with the last two guys who sat in his chair.

Janet Tu has more details here.

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source

Leading Proxy Advisory Firm ISS Changes Recommendation to Chiquita … – NASDAQ


Combination With Fyffes Garners Industry Research Analyst Support

CHARLOTTE, N.C., Oct. 20, 2014 (GLOBE NEWSWIRE) — Chiquita Brands International, Inc. (NYSE:CQB) (“Chiquita”) today announced that Institutional Shareholder Services (“ISS”), a leading independent proxy voting and corporate governance advisory firm, has changed its previous recommendation and is advising its clients to vote “FOR” Chiquita’s revised merger agreement with Fyffes plc (ESM: FFY ID: AIM: FFY LN) (“Fyffes”) (the “Combination”). ISS is now recommending that Chiquita shareholders vote “FOR” the pending combination with Fyffes.

In its revised recommendation issued on October 20, 2014, ISS stated:

“After reviewing the value and relative certainty of the two competing transactions, as well as the appropriateness of the target board’s response to the unsolicited bid, ISS has concluded that the $14.00 Cutrale/Safra offer, while higher than Chiquita closing prices immediately prior to the Cutrale/Safra’s first bid, does not provide sufficient compensation to Chiquita shareholders to warrant giving up on the potential upside of the revised Fyffes transaction.”*

“While the Cutrale/Safra cash bid appears to offer relative certainty of value, it does not appear to offer a sufficient premium to the value of the ChiquitaFyffes combination, as indicated by present value of 2016 EBITDA and free cash flow multiples. As the target board’s response to the unsolicited bid appears to have been appropriate-leading, ultimately, to improvements in both offers prior to the definitive shareholder vote-there does not appear to be any credible evidence the Chiquita board has not been acting in shareholders’ best interest.”*

“Accordingly, Chiquita shareholders should vote FOR the Fyffes transaction and AGAINST Cutrale/Safra’s proposal to give Cutrale/Safra unilateral ability to further adjourn the Chiquita shareholder meeting.”*

In response to ISS’ positive recommendation, Edward F. Lonergan, President and Chief Executive Officer of Chiquita commented:           

“We are pleased that ISS recognizes the increased value provided to Chiquita shareholders under our revised transaction with Fyffes, including an improved exchange ratio and increased synergies estimates.  The Chiquita Board continues to strongly believe in the strategic merits and value provided by the revised ChiquitaFyffes transaction, which it believes will create a combined company that is better positioned to succeed in a highly competitive marketplace, while driving strong performance and value for shareholders.  We look forward to completing the transaction expeditiously and urge shareholders to follow ISS’ recommendation by voting “FOR” the proposed combination with Fyffes.”

Combination with Fyffes Garners Industry Research Analyst Support

In addition to ISS’ support, a leading industry research analyst has recently provided favorable commentary on Chiquita’s proposed combination with Fyffes and the value the combination will deliver to Chiquita shareholders:

“In the current environment, we understand some investors questioning the decision to forego a certain $14 value, but one must remember that this market will indeed turn better, and we believe that true shareholders would prefer a tie-up with Fyffes – along with the inherent value creation potential that it brings – instead of a stubbornly low bid from a Brazilian orange concentrate producer, whose real goal in our view is to steal an asset away in order to diversify its portfolio. Consider the lengths that Fyffes has been willing to go in order to merge with Chiquita vs. the actions of Cutrale/Safra, to date; it seems clear to us who sees value creation potential for the long haul vs. who is looking for a quick (economical) fix. We applaud CQB management and its Board for aiming to protect shareholder interests, even if some don’t fully yet realize such.”*

-    Brett M. Hundley, BB&T Capital Markets (October 17, 2014)

As previously announced on September 26, 2014, the Board of Directors of Chiquita and Fyffes unanimously approved a revised agreement for the proposed combination of Chiquita and Fyffes. Under the terms of the amended agreement, Fyffes shareholders will receive 0.1113 ChiquitaFyffes shares for each Fyffes share they hold and Chiquita shareholders will receive one ChiquitaFyffes share for each Chiquita share that they hold upon completion of the Combination. 

A Special Meeting of Chiquita shareholders to approve the definitive transaction agreement between Chiquita and Fyffes, as revised on September 25, 2014, is scheduled for October 24, 2014 at 9:00 a.m. ET.

CHIQUITA’S BOARD URGES SHAREHOLDERS TO VOTE “FOR” THE PROPOSED TRANSACTION WITH FYFFES

Whether or not shareholders plan to attend the Special Meeting, the Board urges all shareholders to vote “FOR” the transaction and the other Chiquita proposals by signing, dating and returning the WHITE proxy card at each shareholder’s earliest convenience.  Internet and telephone voting options are also available and easy to follow instructions may be found in the proxy. Shareholders can also vote for the ChiquitaFyffes transaction on the gold proxy card by marking the appropriate “FOR” boxes (proposals 1-5; Cutrale / Safra previously withdrew its proposal 6). The method by which shareholders vote does not limit shareholders right to vote in person at the special meeting.  Shareholders with any questions or for assistance in submitting their proxy should contact Mackenzie Partners, toll-free at (800) 322-2885 or Alliance Advisors, LLC, toll-free at (855) 976-3330.

* Permission to use quotations from the ISS report and BB&T Capital Markets report was neither sought nor obtained.

About Chiquita Brands International, Inc.

Chiquita Brands (NYSE:CQB) is a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products – from energy-rich bananas, blends of convenient green salads and other fruits to healthy snacking products. The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs approximately 20,000 people and has operations in nearly 70 countries worldwide. For more information, please visit www.chiquita.com.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed combination of Chiquita and Fyffes or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Additional Information Has Been Filed and Will Be Filed with the SEC

Regarding the transaction with Fyffes, ChiquitaFyffes Limited, a private limited company organized under the laws of Ireland (“ChiquitaFyffes”) has filed with the SEC a registration statement on Form S-4 that includes a Proxy Statement that also constitutes a Prospectus of ChiquitaFyffes. The registration statement was declared effective by the SEC on July 25, 2014. The Form S-4 also includes the Scheme Circular and Explanatory Statement required to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. Each of Chiquita and Fyffes has completed mailing to their respective shareholders the definitive Proxy Statement/Prospectus/Scheme Circular in connection with the proposed combination of Chiquita and Fyffes and related transactions. ChiquitaFyffes has filed with the SEC a post-effective amendment to the registration statement on Form S-4 that includes a First Supplement to the Proxy Statement/Prospectus/Scheme Circular. The post-effective amendment to the registration statement on Form S-4 was declared effective by the SEC on October 8, 2014. Each of Chiquita and Fyffes has completed mailing the First Supplement to the Proxy Statement/Prospectus/Scheme Circular to each of the Chiquita shareholders that previously received the Proxy Statement/Prospectus and to each of the Fyffes shareholders who appears on the register of shareholders as of the date of the mailing. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) , THE FIRST SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR AND OTHER RELEVANT DOCUMENTS (INCLUDING A SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR DESCRIBING THE REVISED TERMS FOR THE FYFFES TRANSACTION) FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES, THE COMBINATION AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the definitive Proxy Statement/Prospectus/Scheme Circular (including the Scheme), the First Supplement to the Proxy Statement/Prospectus/Scheme Circular and other documents filed with the SEC by ChiquitaFyffes, Chiquita and Fyffes through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders are able to obtain free copies of the definitive Proxy Statement/Prospectus/Scheme Circular (including the Scheme), the definitive First Supplement to the Proxy Statement/Prospectus/Scheme Circular and other documents filed by Chiquita, Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202 or by calling (980) 636-5000, or by contacting Fyffes Investor Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling + 353 1 887 2700.

Participants In The Solicitation

Chiquita, Fyffes, ChiquitaFyffes and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the combination. Information about the directors and executive officers of Fyffes is set forth in its Annual Report for the year ended December 31, 2013, which was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. Information about the directors and executive officers of Chiquita is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 4, 2014 and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 11, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive Proxy Statement/Prospectus/Scheme Circular and the First Supplement to the Proxy Statement/Prospectus/Scheme Circular described above that were mailed to shareholders and other relevant materials to be filed with the SEC when they become available.

Forward Looking Statements

This communication contains certain statements that are “forward-looking statements.” 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. Readers 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 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 transaction-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.

These risks, as well as other risks associated with the combination, are more fully discussed in the Proxy Statement/Prospectus/Scheme Circular that is included in the Registration Statement on Form S-4 and the First Supplement to the Proxy Statement/Prospectus/Scheme Circular that is included in the post-effective amendment to the Registration Statement on Form S-4 that were filed with the SEC in connection with the combination and are contained in the definitive Proxy Statement/Prospectus/Scheme Circular and in the definitive First Supplement to the Proxy Statement/Prospectus/Scheme Circular that have been mailed to shareholders. Additional risks and uncertainties are identified and discussed in Chiquita’s reports filed with the SEC and available at the SEC’s website at www.sec.gov and in Fyffes reports filed with the Registrar of companies available at Fyffes website at www.fyffes.com. Forward-looking statements included in this document speak only as of the date of this document. Neither Chiquita nor Fyffes undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this communication.

No statement in this communication is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Chiquita, or Fyffes or ChiquitaFyffes, as appropriate. No statement in this communication constitutes an asset valuation.

Statement Required by the Takeover Rules

The directors of Chiquita accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors of Chiquita (who have taken all reasonable care to ensure that such is the case), the information contained in this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

CONTACT: Chiquita Contacts:

         Investors
         Steve Himes
         1 980-636-5636
         shimes@chiquita.com

         Media
         Ed Loyd
         1 980-636-5145
         eloyd@chiquita.comKelly Sullivan, Averell Withers or Joe BergJoele Frank, Wilkinson Brimmer Katcher
         1 212-355-4449

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.

The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Chiquita Brands International, Inc. via Globenewswire

HUG#1864229

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source

PL Capital Launches Proxy Battle Against Metro Bank in Pennsylvania – American Banker

PL Capital, upset that Metro Bancorp refuses to sell itself, has launched a proxy battle to gain two board seats at the Harrisburg, Pa., company.

This entry passed through the Full-Text RSS service – if this is your content and you’re reading it on someone else’s site, please read the FAQ at fivefilters.org/content-only/faq.php#publishers.

Source