2012-10-03 05:03:59 -
Chiquita APPOINTS Edward F. Lonergan PRESIDENT
AND CHIEF EXECUTIVE OFFICER
CHARLOTTE, October 2, 2012 - Chiquita Brands International, Inc. (NYSE: CQB)
today announced that Edward F. Lonergan has been appointed President and Chief
Executive Officer, effective October 8, 2012. Mr. Lonergan succeeds Fernando
Aguirre, who previously announced his plan to step down as Chairman, President
and CEO of Chiquita. Mr. Lonergan has also been appointed to the Company's
Board of Directors. Kerrii B. Anderson has been named non-executive Chairwoman
of the Board of Directors, also effective October 8, 2012.
Mr. Lonergan most recently served as President and Chief Executive Officer of
Diversey, Inc., a leading global provider of sustainable cleaning, sanitation
and hygiene solutions. At Diversey, Mr. Lonergan led the strategic and
financial turnaround of the company, significantly improving efficiency, market
competitiveness and shareholder value, and established Diversey as a global
leader in sustainability.
"We are extremely pleased to announce that, after a thorough search process, the
Board has chosen Ed Lonergan as its next President and Chief Executive Officer,"
said Kerrii B. Anderson, Chiquita's Chairwoman. "Ed brings more than 30 years
of leadership experience across many industries, and is widely recognized as an
outstanding business leader with an impressive track record of success. Ed's
leadership and operational expertise ideally suit him to lead Chiquita in its
next phase of growth. I look forward to working closely with Ed as we continue
to execute our strategic priorities and create stockholder value."
Mr. Lonergan said, "I am honored and excited to have the opportunity to lead
Chiquita, a Company with strong equity and high-quality products. Chiquita has
a solid foundation on which to build, and an excellent team in place that is
well equipped to take the necessary steps to drive change and enhance
operations. I am committed to working closely with the Board, management team
and talented employees to continue the Company's financial and strategic
turnaround aimed at refocusing and re-energizing the core business and driving
down costs. We believe this strategy will allow Chiquita to enhance its
competitive position and further align its operations and investments to
increase profitability, improve cash flow, reduce debt and drive long-term
shareholder value."
Ms. Anderson concluded, "On behalf of the Board, I want to thank Fernando for
his commitment to ensuring a smooth transition as well as for his dedication and
contributions over almost nine years of service to Chiquita. We wish him all the
best in his future endeavors." As previously disclosed, Mr. Aguirre has agreed
to make himself available for a one year period as a consultant to assist in the
transition.
About Edward F. Lonergan
Prior to Diversey, Inc., Mr. Lonergan served as the President of the European
region for The Gillette Company from May 2002 to December 2005. There, Mr.
Lonergan was accountable for more than $3.8 billion in sales revenue. He and
his team led strong improvements in brand equity and strategic customer growth
while significantly enhancing the operational efficiency and profitability of
the European region. Prior to joining The Gillette Company, Mr. Lonergan spent
21 years with The Procter & Gamble Company, where he held a variety of
leadership positions both domestically and internationally, including general
management roles in customer business development and in developing markets.
Mr. Lonergan graduated from Union College in New York in 1981 with a BA in
political science and is married with two adult children.
Employment Agreement
In connection with his appointment, Chiquita has entered into an employment
agreement with Mr. Lonergan which provides, among other things, for an
inducement grant of equity compensation. This grant, which is not being made
from Chiquita's shareholder approved equity compensation plan, consists of an
option grant to purchase up to 1,440,062 shares of Chiquita's common stock, at
an exercise price to be determined in accordance with the employment agreement,
which becomes exercisable as to 50% of such shares on each of the first two
anniversaries of Mr. Lonergan's start date, subject to his continued
employment. The option has a maximum term of five years. The inducement grant
also included an award of 231,065 restricted stock units, which entitle Mr.
Lonergan to receive Chiquita shares upon vesting. The restricted stock unit
award also vests as to 50% of such shares on each of the first two anniversaries
of Mr. Lonergan's start date.
The inducement grant awards will also become fully vested on a termination of
Mr. Lonergan's employment by Chiquita without cause or by Mr. Lonergan following
certain adverse changes to his terms and conditions of employment, as set forth
in the employment agreement. Mr. Lonergan has agreed not to transfer the shares
subject to the inducement award prior to the second anniversary of his start
date.
Chiquita's Compensation Committee and the independent members of the Board of
Directors approved the employment inducement award in reliance on an employment
inducement exception to NYSE shareholder approval governance rules. To comply
with the terms of this exemption, the inducement grant requires an immediate
public announcement of the award and provision of written notice of the award to
the NYSE.
The foregoing description is qualified in its entirety by reference to Mr.
Lonergan's employment agreement, a copy of which will be filed shortly as an
exhibit to Chiquita's SEC filings.
Contacts:
Steve Himes, 980-636-5636,
shimes@chiquita.com, (Investors & Analysts)
Tiffany Breaux, 980-636-5029,
TBreaux@chiquita.com, (Media)
ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.
Chiquita Brands International, Inc. (NYSE: CQB) is a leading international
marketer and distributor of nutritious, high-quality fresh and value-added food
products - from energy-rich bananas, blends of convenient green salads, other
fruits to healthy snacking products. The company markets its healthy, fresh
products under the Chiquita® and Fresh Express® premium brands and other related
trademarks. With annual revenues of more than $3 billion, Chiquita employs more
than 21,000 people and has operations in nearly 70 countries worldwide. For
more information, please visit our corporate web site at www.chiquita.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain statements that are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of Chiquita, including: the
customary risks experienced by global food companies, such as prices for fuel
and other commodity inputs, currency exchange rate fluctuations, industry and
competitive conditions (all of which may be more unpredictable in light of
continuing uncertainty in the global economic environment), government
regulations, food safety issues and product recalls affecting the company or the
industry, labor relations, taxes, political instability and terrorism;
challenges in implementing the relocation of the Company's corporate
headquarters, and other North American corporate functions, to Charlotte, North
Carolina; challenges in implementing restructuring and leadership changes
highlighted in Chiquita's second quarter press release; unusual weather events,
conditions or crop risks; our continued ability to access the capital and credit
markets on commercially reasonable terms and comply with the terms of our
agreements; and the outcome of pending litigation and governmental
investigations involving the company, as well as the legal fees and other costs
incurred in connection with these items. Any forward-looking statements made in
this press release speak as of the date made and are not guarantees of future
performance. Actual results or developments may differ materially from the
expectations expressed or implied in the forward-looking statements, and the
company undertakes no obligation to update any such statements. Additional
information on factors that could influence Chiquita's financial results is
included in its SEC filings, including its Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K.
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Source: Chiquita Brands International, Inc via Thomson Reuters ONE
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