Fresh Del Monte Produce (FDP) – Odd Lot Tender Offer – $136 potential

Current Price – $33.13

Offer Price – $30.5 – $34.5

Upside – 4.1% or $136 ( for odd lot holders, if the upper pricing limit is used)

Expiration date –  2 December 2014

SEC Filling

Summary:

We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” We are offering to purchase for cash our ordinary shares, pursuant to (i) Auction Tenders at prices specified by the tendering shareholders of not less than $30.50 nor greater than $34.50 per share or (ii) Purchase Price Tenders. We are offering to purchase shares having an aggregate purchase price not exceeding $175.0 million. Promptly after 11:59 p.m., New York City time, on December 2, 2014, unless the Offer is extended or terminated (such time, as it may be extended, the “Expiration Time”), we will, upon the terms and subject to the conditions of the Offer, determine a single price per share, the Purchase Price, which will be not less than $30.50 and not greater than $34.50 per share.

No proration for Odd Lot holders:

Upon the terms and subject to the conditions of the Offer, if shares having an aggregate purchase price of less than $175.0 million are validly tendered and not validly withdrawn, we will buy all shares validly tendered and not validly withdrawn. Upon the terms and subject to the conditions of the Offer, if the number of shares tendered and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $175.0 million, we will purchase shares in the following order of priority:

- First, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time (tenders of less than all of the shares owned, beneficially or of record, by such “odd lot” shareholders will not qualify for this preference);

- Second, from all other shareholders who validly tender shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time (except for shareholders who tendered shares conditionally for which the condition was not satisfied), on a pro rata basis if necessary, with appropriate adjustments to avoid the purchase of fractional shares, until we have purchased shares resulting in an aggregate purchase price of $175.0 million;

Source of Funds:

Assuming that the Offer is fully subscribed, we expect the aggregate purchase price for the shares, together with all related fees and expenses, to be approximately $177 million. We intend to fund any purchase of shares pursuant to the Offer, including the related fees and expenses, from funds borrowed under our Credit Facility and, to the extent necessary, cash on hand. There is no financing condition to the Offer, though the Offer is subject to certain other conditions.