Chiquita Announces Early Tender Offer Results and Decision to Upsize

By Chiquita Brands International Inc., PRNE
Monday, July 11, 2011

CINCINNATI, July 13, 2011 -

- Offer to
Purchase Increased to Any and All of Its 8 7/8% Senior Notes

- Early Tender
Deadline Extended to July 26, 2011

Chiquita Brands International, Inc. (NYSE: CQB) today announced
the results to date and the amendment of certain terms of its
previously announced offer to purchase (the “Offer”) its 8 7/8%
Senior Notes due 2015 (CUSIP No. 170032AS5) (the “Notes”). The
Offer is made pursuant to the terms of an Offer to Purchase dated
June 27, 2011 (the “Offer to Purchase”). As of 5:00 p.m., New York
time, on July 11, 2011, the Company received tenders from
holders of $131 million (74 percent) principal amount of the
approximately $177 million aggregate principal amount of the
outstanding Notes.

In addition, the Company has increased the maximum aggregate
principal amount of Notes to be accepted for purchase from $100
to any and all of its approximately $177 million aggregate
principal amount of Notes outstanding, and has elected to extend
the early tender deadline (the “Early Tender Deadline”) to the
expiration date, 8:00 a.m., New York City time, on July 26, 2011
(the “Expiration Date”). All holders who validly tender their Notes
prior to the Early Tender Deadline are eligible to receive the
“Total Consideration.” The Total Consideration will equal $1,033.33
per $1,000 principal amount of Notes, which includes an early
tender payment of $10 per $1,000 principal amount of Notes, plus
any accrued and unpaid interest on the Notes up to, but not
including, the payment date for the Notes.

The Company currently expects to make payments with respect to
any Notes accepted for purchase as soon as practicable following
the satisfaction or waiver of the conditions specified in the Offer
to Purchase. The Company also currently expects to conduct an early
settlement on or about July 22, 2011 (the “Early Settlement Date”)
and accept for payment any Notes validly tendered as of 5:00 p.m.
on the business day before the Early Settlement Date subject to the
satisfaction or waiver of the conditions specified in the Offer to

Except as set forth herein, the terms and conditions of the
Offer remain unchanged, including the withdrawal rights deadline
which was 5:00 p.m., New York City time, on July 11, 2011. As a
result, any Notes tendered may no longer be withdrawn, except where
required by law.

The Company expects to fund the Offer in part by net proceeds
from a new senior secured credit facility, along with available
cash. The Offer is subject to a number of conditions that are set
forth in the Offer to Purchase, including, without limitation, the
receipt by the Company of net proceeds from one or more debt
financings, which may include the new senior secured credit
facility, that together with available cash are sufficient to pay
the total consideration for the tender of all aggregate principal
amount of Notes plus accrued interest and estimated fees and
expenses relating to the Offer.

The Company’s obligations to accept any Notes tendered and to
pay the consideration for them are set forth solely in the Offer to
Purchase and the Letter of Transmittal. There can be no assurance
that the Company will consummate one or more new debt financings or
that the proceeds therefrom, when combined with the Company’s other
available funds, will be sufficient to pay the total consideration
in connection with the Offer.

As previously disclosed, the Notes are currently subject to
redemption and the Company is also contemplating issuing a notice
of redemption pursuant to the indenture governing the Notes after
the Early Settlement Date for any and all of the Notes that remain
outstanding after the Offer, although it has no obligation to do

This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes. The Offer is made only
by, and pursuant to the terms of, the Offer to Purchase, and the
information in this press release is qualified by reference to the
Offer to Purchase and the Letter of Transmittal. Subject to
applicable law, the Company may amend, extend, waive conditions to
or terminate the Offer.

The Company has engaged BofA Merrill Lynch and Barclays Capital
as the dealer managers for the Offer. Persons with questions
regarding the Offer should contact BofA Merrill Lynch at (888)
292-0070 (toll-free) or +1-980-388-9217 (collect) or Barclays
Capital at (800) 438-3242 (toll-free) or +1-212-528-7581 (collect).
Requests for copies of the Offer to Purchase or other tender offer
materials may be directed to Global Bondholder Services
Corporation, the information agent for the Offer, at 866-873-7700
(toll-free) or +1-212-430-3774 (banks and brokers).


Chiquita Brands International, Inc. (NYSE: CQB) is a leading
international marketer and distributor of high-quality fresh and
value-added food products - from energy-rich bananas and other
fruits to nutritious blends of convenient green salads. 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.


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 us or the industry, labor
relations, taxes, political instability and terrorism; unusual
weather events, conditions or crop risks; access to, and cost of,
financing; the outcome of pending litigation and governmental
investigations involving us, as well as the legal fees and other
costs incurred in connection with such items; the Company’s ability
to consummate the refinancing of its credit agreement; and other
factors disclosed in our reports filed with the Securities and
Exchange Commission (”SEC”).

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, as amended,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Ed Loyd, +1-513-784-8935, eloyd at

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