The board of Chiquita Brands International (NYSE:CQB) has been gung-ho in promoting a merger with Ireland's Fyffes Plc (ESM:FFY), but its shareholders knocked back the proposal today after more than two months of takeover tussling from Brazil's Cutrale-Safra.

The vote came a day after the Brazilian consortium, via subsidiary Cavendish Global Limited, upped its offer for the U.S.-based multinational to US$14.50 per share.

At the time of publication, CQB shares were up 3.42% but were still lower than the Brazilian suitors' offering price by US$0.27. Meanwhile, FFY shares had dropped 8.64%.

The decision came despite a decision from Fyffes to give a greater stake in a new entity to Chiquita shareholders, and the disincentives associated with an increased break-up fee.

As a result, Chiquita now plans to enter discussions with Cutrale-Safra over its revised offer for all outstanding stock.

"We appreciate the consideration and perspectives of all Chiquita shareholders who participated in this process," said Chiquita CEO Edward F. Lonergan.

"Given today's results, we have determined to terminate the agreement with Fyffes and to engage with Cutrale / Safra regarding its revised offer. I want to thank David McCann and the entire Fyffes team for their efforts throughout this process.

"While we are convinced they would have been a strong merger partner, we will now go forward as competitors. We would also like to express our gratitude to Chiquita's employees for their hard work and dedication on behalf of Chiquita and our customers."

Despite the setback, Fyffes executive chairman David McCann emphasized his company would remain at the forefront of the global produce industry.

"Fyffes remains the leading European banana company with turnover in excess of €1 billion (US$1.27 billion) and a long and successful history of growth. Fyffes management team has a proven superior track record of delivering shareholder value, as demonstrated by our consistently strong results in recent years and solid balance sheet," McCann said.

"We will continue to focus on successfully developing our business for the benefit of all stakeholders.

"We extend our gratitude to Ed Lonergan and the Chiquita team for their professionalism during the process and wish them well in the future. We would like to thank all our team and advisors who have worked tirelessly and diligently on this transaction."

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