UPDATE 1-Cutrale-Safra calls Chiquita shareholders to start proxy fight

Fri Aug 15, 2014 6:48pm EDT

(Adds quote from Cutrale-Safra, background)

SAO PAULO Aug 15 (Reuters) - The Brazilian Cutrale-Safra Group, which had an unsolicited bid for Chiquita Brands International Inc rejected by management on Thursday, started preliminary steps to launch a proxy fight in its hostile takeover attempt.

Brazilian juice maker Cutrale and a banking and real estate conglomerate Safra Group, which teamed up to make a $610.5 million cash offer for the U.S.-based banana producer on Monday, asked shareholders of Chiquita to vote against a planned merger with Irish tropical fruit company Fyffes Plc and adjourn a special shareholder meeting set for Sept. 17.

"These proxy materials enable Chiquita shareholders to send a clear message to the Chiquita board that its failure to enter into discussions with Cutrale-Safra and its decision to reject the superior Cutrale-Safra proposal is simply a continuation of their track record of failed strategic decisions and shareholder value destruction," the Cutrale-Safra group said in a statement on Friday.

Chiquita is attempting to close a merger with Fyffes, which the two companies announced in March. The combined market value of Chiquita and Fyffes is currently close to $1 billion.

Faced with years of declining orange juice consumption globally, Cutrale is expanding into other products and regions. The presence of the Safra Group, controlled by Brazilian-Lebanese financier Joseph Safra, could give Cutrale the financial muscle it needs to outbid Fyffes, analysts said. (Reporting by Reese Ewing; editing by Andrew Hay)