JAB Beech Inc.

Panera sold to Caribou Coffee parent in $7.5 billion deal

St. Louis-based Panera Bread Co. is being acquired by Caribou Coffee parent JAB Holding Co. in a deal valued at $7.5 billion. The deal for JAB is the latest in a series for the company that paid $340 million for Caribou in 2013. Since then it's added brands like Peet’s Coffee and Tea, Einstein Bros. Bagels, Keurig Green Mountain and Krispy Kreme, and worked to combine some of its holdings, such as Caribou/Einstein combo locations. The St. Louis Business Journal reports JAB will pay $315 per share in cash for Panera, a premium of about 30 percent to Panera's 30-day-volume-weighted stock price as of March 31, the last day before news broke regarding a potential sale. The deal would make Panera, which has several locations throughout the Twin Cities, a private company. Luxembourg-based JAB is acquiring Panera through JAB BV, an investment vehicle of JAB Consumer Fund and JAB Holding Co. JAB Holding and JAB Consumer Fund also have controlling stakes in companies such as Keurig Green Mountain and Krispy Kreme Doughnuts. "In more than 25 years as a publicly traded company, Panera has created significant shareholder value," Ron Shaich, founder, chairman and CEO of Panera, said in a statement. "Indeed, Panera has been the best performing restaurant stock of the past 20 years – up over 8,000 percent. Today's transaction is a direct reflection of those efforts, and delivers substantial additional value for our shareholders." The deal is expected to close in the third quarter, subject to approval from Panera's shareholders and regulatory approvals. Panera reported $2.8 billion in revenue for fiscal 2016, up from $2.68 billion in 2015.

United States of America · 4 Apr 2017

The world’s largest coffee conglomerate just spent $1.35 billion on Krispy Kreme doughnuts

Krispy Kreme Doughnuts has agreed to a $1.35 billion takeover by a subsidiary of JAB, a private holding company owned and operated by four billionaire siblings who have cobbled together the world’s largest coffee conglomerate. Krispy Kreme adds to a list of JAB purchases that includes the Peet’s, Caribou Coffee, Intelligentsia, and Stumptown coffee businesses, along with Keurig Green Mountain (JAB led the investor group that acquired the capsule coffee maker in March for $13.9 billion). The holding company is run by members of Austria’s billionaire Reimann family, who built their wealth running a German chemicals concern. Krispy Kreme had long been a staple in the southern US, and was expanding beyond it at breakneck speed a decade ago. But the aggressive expansion took a toll on quality control, and on the brand’s cult status. In recent years, the North Carolina-based chain, which has more than 1,100 locations, tried pushing its way into Starbucks territory, in an attempt to align its low-key donut concept with higher-brow coffee culture. In late 2015, several Krispy Kreme locations even began referring to their staff as “baristas,” who would take customer names as they ordered. But growth remained stubbornly slow, and an international push didn’t do much to help turn the tide. “JAB’s experience and industry knowledge make them the ideal partner to help grow the iconic Krispy Kreme brand throughout the world,” Krispy Kreme CEO Tony Thompson said in a statement. JAB will pay $21 in cash for each share of Krispy Kreme, a 25% premium to their May 6 closing price. Krispy Kreme shares jumped to $20.96 in midmorning trading in New York. This isn’t the first change in ownership for the doughnut company, which was founded in Winston-Salem, North Carolina, in July 1937, and went on to flourish in the southeast US through the 1950s and 1960s. It was acquired by Chicago-based Beatrice Foods in 1976, then bought back by a group of franchisees in 1982.

United States of America · 8 May 2016

Bagel Maker Einstein Noah Sold to German Firm for $374 Million

On today’s menu: bagels, with a Wall Street buyout. The Einstein Noah Restaurant Group, whose bagel shops include Einstein Brothers Bagels, Noah’s New York Bagels and Manhattan Bagel, said on Monday that it would sell itself to JAB Holding Company, a German conglomerate formerly called Joh. A. Benckiser, for about $374 million. The price of $20.25 a share in cash represents a 47 percent premium over Einstein Noah’s 30-day average trading price, the company said. Shares of Einstein Noah, listed under the ticker symbol BAGL, shot up 50 percent at the start of trading on Monday, to $20.11 a share. The deal, in theory, could yield some breakfast-oriented synergies. The buyer, an investment vehicle for the wealthy Reimann family of Germany, already controls a coffee empire: Through three deals in 2012 and 2013, it acquired Peet’s Coffee & Tea, Caribou Coffee and D.E Master Blenders. But JAB’s interests are not confined to the most important meal of the day. It also owns shoe brands like Jimmy Choo and Bally, and has a majority stake in the beauty company Coty. Einstein Noah will remain headquartered in Lakewood, Colo., should the deal close. And it said it would operate as a stand-alone business in the JAB portfolio. Michael Tattersfield, the chief executive of Caribou Coffee, would become Einstein Noah’s chairman. David Einhorn, whose hedge fund is Einstein Noah’s largest shareholder, with a stake above 35 percent, said he supported the sale to JAB. He called the deal a “win-win for all parties.” “For more than a decade, we have worked closely with the Einstein Noah Restaurant Group to execute a turnaround plan, reducing debt and expanding its store footprint,” Mr. Einhorn said in a statement. “J.A.B. is an experienced firm that will lead Einstein Noah Restaurant Group into its next phase of growth.” The deal has been approved by the bagel maker’s board but is subject to a majority of investors tendering their shares. Mr. Einhorn’s hedge fund, Greenlight Capital, plans to tender its shares in support of the deal. E. Nelson Heumann, the chairman of Einstein Noah, said in a statement that the deal would help the company “continue to revitalize our brand, enhance our nationwide footprint and solidify our position as the leader in the fresh-baked bagels industry.” BDT Capital Partners, a merchant bank in Chicago run by Byron D. Trott, is a minority investor in the deal alongside JAB. The bank, along with Citigroup, also provided advice to JAB, while Skadden, Arps, Slate, Meagher & Flom provided legal advice. Einstein Noah was advised by Stifel and the law firm Alston & Bird.

United States of America · 28 Sep 2014

JAB Beech Inc. Completes Acquisition Of Caribou Coffee Company, Inc.

MINNEAPOLIS, Jan. 24, 2013 /PRNewswire/ -- JAB Beech Inc. ("JAB"), a member of the Joh. A Benckiser Group, today announced the successful completion of its previously announced acquisition of Caribou Coffee Company, Inc. (Nasdaq: CBOU) ("Caribou") for $16 per share, or approximately $340 million in the aggregate. JAB acquired Caribou through a tender offer and subsequent merger. As a result of the completion of the merger, Caribou has become a wholly-owned subsidiary of JAB and the common stock of Caribou ceased trading on the NASDAQ Global Select Market on January 24, 2013. BDT Capital Partners ("BDTCP"), a Chicago-based merchant bank that provides long-term private capital solutions to closely held companies, is a minority investor in this transaction alongside the Joh. A Benckiser Group. In addition to BDTCP's capital investment, BDT & Company served as a financial co-advisor to the Joh. A Benckiser Group with Morgan Stanley & Co. LLC. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to the Joh. A Benckiser Group in this transaction. Moelis & Co LLC served as an exclusive financial advisor to Caribou in connection with this transaction and Briggs and Morgan P.A. acted as Caribou's legal advisor. About The Joh. A Benckiser Group The Joh. A Benckiser Group is a privately held group of affiliated companies focused on long term investments in companies with premium brands in the Fast Moving Consumer Goods category. The Joh. A Benckiser Group's portfolio includes a majority stake in Coty Inc., a global leader in beauty, a majority stake in Peet's Coffee & Tea Inc., a premier specialty coffee and tea company, a minority stake in Reckitt Benckiser Group PLC, a global leader in health, hygiene and home products and a minority investment in D.E Master Blenders 1753 N.V., an international coffee and tea company. The Joh. A Benckiser Group also owns Labelux, a luxury leather goods company with brands such as Jimmy Choo, Bally and Belstaff. The assets of the group are overseen by its three senior partners, Peter Harf, Bart Becht and Olivier Goudet. About BDT Capital Partners BDT Capital Partners provides family-owned and entrepreneurially led companies with long-term capital, solutions-based advice and access to an extensive network of world-class family businesses. Based in Chicago, BDT Capital Partners is a merchant bank structured to provide advice and capital that address the unique needs of closely held businesses. The firm has a $3 billion investment fund as well as an investor base with the ability to co-invest significant additional capital. Through its advisory business, BDT & Company works with family businesses to pursue their long-term strategic and financial objectives. Forward-Looking Statements This press release contains forward-looking statements that are not historical facts and are subject to risks and uncertainties that could cause actual results to differ materially from those described. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements in this communication include statements regarding the anticipated benefits of the transaction; statements regarding the expected timing of the completion of the transaction; and any statements of assumptions underlying any of the foregoing. All forward-looking statements are based largely on current expectations and beliefs concerning future events, approvals and transactions that are subject to substantial risks and uncertainties. Factors that may cause or contribute to the actual results or outcomes being different from those expressed or implied in the forward-looking statements include are discussed in the Company's filings with the SEC, including in its periodic reports filed on Form 10-K and Form 10-Q with the SEC. Copies of the Company's filings with the SEC may be obtained at the "Investors" section of the Company's website at www.cariboucoffee.com. The forward-looking statements made in this communication are made only as of the date of this communication, and the Company undertakes no obligation to update them to reflect subsequent events or circumstances. SOURCE JAB Beech Inc.

United States of America · 23 Jan 2013

Caribou Enters into Merger Agreement to be Acquired by Joh. A. Benckiser for $16.00 Per Share in Cash

MINNEAPOLIS--(BUSINESS WIRE)--Caribou Coffee Company, Inc. (NASDAQ: CBOU), the second-largest company-owned premium coffeehouse operator in the United States based on the number of coffeehouses, and the Joh. A. Benckiser Group (JAB) announced a definitive merger agreement under which an affiliate of JAB will acquire Caribou for $16.00 per share in cash, or a total of approximately $340 million. The agreement, which has been unanimously approved by Caribou’s independent directors, represents a premium of approximately 30 percent over Caribou’s closing stock price on December 14, 2012, the last trading day prior to the announcement of the transaction. At the close of the transaction, Caribou will continue to be operated as an independent company with its own brand, management team and growth strategy. Caribou will remain based in Minneapolis, Minnesota. “Caribou Coffee is a great company, with dedicated people, world-class customer service, exceptionally high quality coffeehouse beverages and food and a state-of-the-art roasting facility. The employees of Caribou should feel very proud of all they’ve been able to accomplish over the years, and I look forward to continued success in Caribou’s future,” said Gary Graves, Non-Executive Chairman of Caribou. “We anticipate the next chapter in Caribou’s journey will be filled with tremendous opportunities to grow this great brand, with new ownership,” said Michael Tattersfield, President and Chief Executive Officer of Caribou. “Caribou has a fantastic brand and unique culture, and fits perfectly with JAB’s investment philosophy of investing in premium and unique brands in attractive growth categories like coffee,” said Bart Becht, Chairman of Joh. A. Benckiser Group. “JAB is committed to investing in Caribou as a standalone business out of Minneapolis to ensure the Company continues its current highly successful track record.” Under the terms of the merger agreement, an affiliate of JAB will promptly commence a tender offer to acquire all of the outstanding shares of Caribou's common stock at a price of $16.00 per share in cash. Following successful completion of the tender offer, JAB will acquire all remaining shares not tendered in the offer through a second-step merger at the same price as in the tender offer. The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Caribou shares on a fully diluted basis, the expiration or termination of the waiting periods under applicable competition laws, and other customary conditions. The tender offer is not subject to a financing condition. BDT Capital Partners, a Chicago-based merchant bank that provides long-term private capital solutions to closely held companies, is a minority investor in this transaction alongside JAB. In addition to BDTCP’s capital investment, BDT & Company served as a financial co-advisor to JAB with Morgan Stanley & Co. LLC. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to JAB in this transaction. Moelis & Co LLC is serving as exclusive financial advisor to Caribou in connection with this transaction and Briggs and Morgan P.A. is acting as Caribou’s legal advisor. About Caribou Founded in 1992, Caribou is one of the leading branded coffee companies in the United States, with a compelling multi-channel approach to their customers. Based on the number of coffeehouses, Caribou is the second largest company-operated premium coffeehouse operator in the United States. As of September 30, 2012, the Company had 610 coffeehouses, including 202 franchised locations, in 22 states, the District of Columbia and ten international markets. The Company's coffeehouses aspire to be the community place loved by guests who are provided an extraordinary experience that makes their day better. Caribou provides the highest quality handcrafted beverages, foods and coffee lifestyle items with a unique blend of expertise, fun and authentic human connection in a comfortable and welcoming coffeehouse environment. In addition, Caribou’s unique coffees are available within grocery stores, mass merchandisers, club stores, office coffee and foodservice providers, hotels, entertainment venues and e-commerce channels. Caribou is a proud recipient of the Rainforest Alliance Corporate Green Globe Award and is committed to operating practices that promote sustainability and environmental protection. For more information, visit the Caribou web site at www.cariboucoffee.com. About Joh. A. Benckiser Joh. A. Benckiser and affiliated companies is a privately held group focused on long term investments in companies with premium brands in the Fast Moving Consumer Goods category. The Joh. A. Benckiser-group’s portfolio includes a majority stake in Coty Inc., a global leader in beauty, a majority stake in Peet’s Coffee & Tea Inc., a premier specialty coffee and tea company, a minority stake in Reckitt Benckiser Group PLC, a global leader in health, hygiene and home products and a minority investment in D.E Master Blenders 1753 N.V., an international coffee and tea company. JAB also owns Labelux, a luxury leather goods company with brands such as Jimmy Choo, Bally and Belstaff. The assets of the group are overseen by its three senior partners, Peter Harf, Bart Becht and Olivier Goudet. About BDT Capital Partners BDT Capital Partners provides family-owned and entrepreneurially led companies with long-term capital, solutions-based advice and access to an extensive network of world-class family businesses. Based in Chicago, BDT Capital Partners is a merchant bank structured to provide advice and capital that address the unique needs of closely held businesses. The firm has a $3 billion investment fund as well as an investor base with the ability to co-invest significant additional capital. Through its advisory business, BDT & Company works with family businesses to pursue their long-term strategic and financial objectives. Additional Information and Where to Find It The tender offer described in this document has not yet commenced. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Caribou. At the time the offer is commenced, an affiliate of JAB will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission, and Caribou will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. Caribou stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement because they will contain important information which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of Caribou at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the Commission’s web site at www.sec.gov. Free copies of these materials and certain other offering documents will be made available by the information agent for the offer. In addition to the Solicitation/Recommendation Statement, Caribou files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Caribou at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Caribou's filings with the Commission are also available to the public from commercial document-retrieval services and at the website maintained by the Commission at www.sec.gov. Contacts Media Contacts: For Caribou: Ruder Finn, Inc. Blythe Posner, 212-593-6306 posnerb@ruderfinn.com or For JAB: Abernathy MacGregor Group Tom Johnson, 212-371-5999 tbj@abmac.com Chuck Burgess, 212-371-5999 clb@abmac.com or For BDT Capital Partners: Jennifer Dunne, 312-660-7314 jdunne@bdtcap.com or Investor Contact: Raphael Gross, 203-682-8253 ir@cariboucoffee.com

United States of America · 16 Dec 2012