Chiquita Brands International (NYSE: CQB) has agreed to a takeover by the Safra Group and the Cutrale Group for a total transaction value of US$1.3 billion, considering an assumption of the produce multinational's net debt. 

Under the merger agreement, which has been unanimously approved by the Chiquita board, the Brazilian juice company and investment firm will acquire all outstanding common shares in the U.S. banana giant for US$14.50 per share.

The announcement comes after Chiquita shareholders on Friday voted against a merger with Ireland-based Fyffes (ESM: FFY), which would have created the largest banana seller in the world.

The US$14.50 per share offer represents a 33.8% premuim on Chiquita's closing price on March 7, the last trading day prior to the ChiquitaFyffes merger proposal announcement.

The transaction is subject to the satisfaction of customary closing conditions and regulatory approvals and is expected to close by the end of the year or early 2015. Following the close of the transaction, Chiquita will become a wholly owned subsidiary of the Cutrale-Safra group, and remain incorporated in New Jersey.

Cutrale-Safra said in a statement it was pleased to make this long-term investment with one of the leading fresh produce companies in the world.

"Cutrale-Safra is committed to supporting Chiquita as it continues to build out the strength of its franchises. To ensure Chiquita has the premier and most sustainable platform in its sector, Chiquita will be able to access Cutrale-Safra's substantial experience in all aspects of the fruit and juice value chain and extensive financial expertise," the statement said.

"Chiquita will be able to take advantage of the vast knowledge of the Cutrale Group in farming, processing, technology, sourcing, distribution, logistics and marketing. Furthermore, the Safra Group's highly regarded global reputation for business and investment success, its knowledge of market conditions around the world, and its long term relationships internationally all can add value to Chiquita and further enhance its prospects.

"Cutrale-Safra is confident that Chiquita will have the capabilities necessary to grow its business and benefit its stakeholders, including employees, business partners, customers, distributors and suppliers. We look forward to working together with the Chiquita employees to build further on Chiquita’s success."

Chiquita CEO Ed Lonergan said the transaction demonstrated the board's commitment to maximizing shareholder value, and underscored significant progress in financial and operational performance.

"We are pleased with the substantial value and significant all-cash premium we have delivered through this exciting agreement with the Cutrale Group and the Safra Group," he said.

"Through the due diligence process, we developed a tremendous amount of respect for the entire Cutrale-Safra team, especially their knowledge and understanding of global agribusiness, shipping and manufacturing.

"Chiquita and Fresh Express are some of the most recognizable brands in the sector, and we are confident that Cutrale-Safra will be good stewards of the business moving forward."

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