Total Produce and Dole Foods merger gets the green light from Europe

The European Commission has cleared the way for the completion of a planned merger between Total Produce and Dole Foods, in a deal that will create the world's largest fresh fruit and vegetable supply business .

The combined company, operating under the Dole brand, will be incorporated in Ireland, with its global headquarters in Dublin, but it will be listed in the US.

Total Produce first announced the planned combination in February, saying that Dole plc would be headquartered in Dublin but listed in the US.

The company was awaiting a clearance decision from the European Commission for the transaction, which has now been granted.

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In a statement, the commission noted that both companies are active in the fresh produce supply industry – Total Produce as an importer and distributor and Dole as a producer and distributor of fresh fruit and vegetables.

“The commission concluded that the proposed merger would raise no competition concerns, as Total Produce already had joint control over Dole, and the commission reviewed and accepted a set of remedies on that transaction,” it said.

Shareholder vote

The company has also satisfied the waiting period requirement under the US Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearing the way for a shareholder vote on the deal.

The merger is being carried out by a so-called scheme of arrangement, which will require Total Produce shareholder vote at an annual general meeting on June 17th and High Court approval in July.

The transaction will simplify the existing structure between the two companies, with the new entity having sales spread 50-50 between North America and Europe. It would also deliver $30-$40 million in synergies – annual cost savings.

Total bought a 45 per cent stake in Dole in 2018, with the remaining 55 per cent owned by Los Angeles-based Castle & Cooke. Total chairman Carl McCann previously said the 2018 transaction was “a halfway stage... it was never going to be the end position.”

Under the terms of the deal, Total Produce shareholders will receive 82.5 per cent of Dole plc shares, with Castle & Cooke shareholders receiving 17.5 per cent. The deal values Castle & Cooke’s 55 per cent stake at about $250 million.

Dole plc hopes to raise between $500 million and $700 million by way of a public flotation in the US, possibly as early as June.