Chiquita delays Fyffes deal vote to discuss Cutrale-Safra bid

(Adds response from Safra-Cutrale group, share performance)

By Guillermo Parra-Bernal

SAO PAULO, Sept 8 (Reuters) - Banana producer Chiquita Brands International Inc has postponed a shareholder vote on a plan to merge with Fyffes Plc (Other OTC: FYFFF - news) in order to engage in discussions with Safra Group and Grupo Cutrale regarding a $611 million unsolicited takeover bid.

U.S.-based company said in a statement on Monday that Irish fruits producer Fyffes had granted a waiver so Chiquita can negotiate with Safra and Brazil's Cutrale. Chiquita's planned Sept. 17 shareholder meeting to vote on the Fyffes deal was postponed until Oct. 3, the statement added.

Chiquita agreed in March to merge with Fyffes to create the world's biggest banana supplier. While management continued to support the Fyffes deal, Chiquita wants to hear a "final and best" offer from the bidders, the statement said.

The move by Chiquita comes days after Cutrale and Safra began preliminary steps to launch a proxy fight. Safra and Cutrale were expected to struggle to convince Chiquita's board to accept the offer since the deal's potential benefits were not immediately clear for investors, sources told Reuters last month

In a separate statement, Safra and Cutrale lashed out at Chiquita's letter, calling it a "blatant attempt to frustrate shareholders."

Their statement said Chiquita's decision to delay the meeting without changing the record date was meant to prevent input from shareholders who presumably would be in favor of their bid.

Some of the conditions Chiquita imposed include completing due diligence and delivering a final proposal by Sept. 16, two weeks before the vote. Chiquita also requested that the proposal remain open for evaluation by its board until Nov. 15, regardless of the outcome of the Oct. 3 vote.

Chiquita and Fyffes took about three months to complete due diligence before announcing their merger plans in March.

Chiquita erased earlier gains and was down 0.4 percent in afternoon trading in New York. Fyffes rose 2.1 percent to 0.98 euros on Monday in Dublin.

The joint bid from Safra and Cutrale brought some shine back to Chiquita, whose stock price has shed almost two-thirds of its value over the past decade as the company grappled with geopolitical instability in Latin America, price volatility and uneven demand for fresh produce around the world. The company's shares rose 43 percent in the past month.

Faced with declining orange juice consumption globally, Brazil's Cutrale is expanding into new regions and products after venturing into grain trading.

Fyffes said it would also seek to postpone shareholder meetings to Oct. 3. (Additional reporting by Ramkumar Iyer in Bangalore; Editing by Sriraj Kalluvila, Meredith Mazzilli and Andre Grenon)