Cutrale Group, a juice exporter, and investment bank Safra Group said they were offering USD 14 per share in cash for Chiquita Brands International, valuing the bid at USD 658 million.
"Unlike the proposed combination with Fyffes, the superior Cutrale-Safra offer provides Chiquita shareholders complete certainty with respect to the value of their Chiquita investment," the Brazilian companies said.
Their initial bid of USD 13 per share, or USD 611 million, on August 11 had been rejected by Chiquita as "inadequate."
Chiquita postponed a shareholder vote on a merger with Fyffes from September to October 24 after inviting the Brazilian firms to make a counter-offer.
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Chiquita shares were up 3.5 percent at USD 13.62 in early-afternoon trade in New York.
The planned merger with Ireland-based Fyffes, unveiled in March, would relocate Chiquita's tax domicile to Ireland, where corporate taxes are lower than in the United States, a so-called "tax inversion" deal that US authorities say threatens government income.
The proposed merger of Chiquita and Fyffes to create the world's biggest producer of fruit and other fresh produce won approval from European Union competition regulators on October 3.