Two Brazilian groups have made a bid to purchase U.S. produce multinational Chiquita Brands International (NYSE: CQB) for almost a 30% premium on Friday's closing share price.

The US$611 million bid from juice company the Cutrale Group and global investor the Safra Group could throw a spanner in the works of the proposed merger between Chiquita and Ireland-based Fyffes Plc (ESM: FFY).

This US$13 per share proposal represents a premium of 29% to Chiquita's closing share price of $10.06 as of August 8, 2014.

The proposal has been conveyed to Chiquita in a letter to Chiquita chairwoman of the board of directors, Kerrii Anderson, and CEO Ed Lonergan.

"This proposal represents a highly compelling premium of 29% to the market's valuation of the proposed transaction with Fyffes plc ("Fyffes"), based on Chiquita's closing share price of $10.06 as of August 8, 2014," the letter said.

"Moreover, if we are able to proceed on a timely basis with due diligence and discussions, we will be in a position to close the Transaction before the end of the year, within the same timeframe you have indicated for the Fyffes transaction, without the execution risk and uncertainty inherent in that transaction.

"Our proposal also offers a superior valuation compared to Chiquita's historical trading multiples. The proposed price, including the assumption of Chiquita net debt, represents an 11.8x multiple of Chiquita's last twelve months reported Adjusted EBITDA."

The companies described discussions for a potential transaction as "particularly timely and appropriate" in the wake of the dismissal of civil claims relating to Chiquita's alleged paramilitary connections in Colombia, the results from recent quarter earnings, and the market's valuation of the Fyffes transaction.

"The Cutrale and Safra Groups complement one another in this proposed endeavor, providing Chiquita a backdrop of world-class, established industry expertise and significant financial resources," the letter said.

"The Cutrale Group's global business operations include oranges, apples, peaches, lemons and soybeans. This platform offers Chiquita extensive experience in all aspects of the fruit and juice value chain. After the acquisition, Chiquita will benefit from the vast experience and knowledge of farming, processing, technology, sourcing, distribution, logistics, and marketing of the Cutrale Group.

"The Safra Group, with assets under management of over $200 billion and aggregate stockholder equity of approximately $15.3 billion, operates banks and invests in other businesses across North and South America, Europe, the Middle East and Asia. Throughout these markets, Safra has deep, long-term relationships with major market participants, enabling it to greatly enhance the value of the competitive position of the businesses in which it invests."

Chiquita's response

Chiquita confirmed today that it received the unsolicited offer, stating it would "carefully review" the proposal and urging shareholders not to take any action and await the board's recommendation.

"Chiquita will have no further comment on the Cutrale Group and the Safra Group's offer until the Board has completed its review," the company said.

Despite the new offer, the board stuck by its belief in the value of a merger with Fyffes.

"As previously announced on March 10, 2014, Chiquita entered into a definitive merger agreement with Fyffes plc (ESM: FFY ID: AIM: FFY LN), under which Chiquita would combine with Fyffes in a stock-for-stock transaction," the company said in a release.

"On completion of the transaction, Chiquita shareholders will own approximately 50.7% of ChiquitaFyffes, and Fyffes shareholders owning approximately 49.3% of ChiquitaFyffes, on a fully diluted basis.

"The agreement creates a global banana and other fresh produce company with approximately $4.6 billion in annual revenues. We continue to strongly believe in the strategic merits and value provided by the proposed transaction with Fyffes plc."

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