ST. LOUIS, April 5, 2017 /PRNewswire/ -- Panera Bread
Company ("Panera" or the "Company") (NASDAQ: PNRA) and JAB today
announced that the companies have entered into a definitive merger
agreement under which JAB will acquire Panera for $315 per share in cash, in a transaction valued
at approximately $7.5 billion,
including the assumption of approximately $340 million of net debt. The agreement, which
has been unanimously approved by Panera's Board of Directors,
represents a premium of approximately 30% to the 30-day
volume-weighted average stock price as of March 31, 2017, the last trading day prior to
news reports speculating about a potential transaction, and a
premium of approximately 20% to Panera's all-time high closing
stock price as of that same date.
Comment by Panera Founder, Chairman and CEO
Ron Shaich, Founder, Chairman and
CEO of Panera, commented, "By any measure, Panera has been one of
the most successful restaurant companies in history. What started
as one 400 square foot cookie store in Boston has grown to a system with over 2,000
units, approximately $5 billion in
sales, and over 100,000 associates. In more than 25 years as a
publicly traded company, Panera has created significant shareholder
value. Indeed, Panera has been the best performing restaurant stock
of the past twenty years – up over 8,000%. Today's transaction is a
direct reflection of those efforts, and delivers substantial
additional value for our shareholders."
Shaich continued, "Over the last five years, we have developed
and executed a powerful strategic plan to be a better competitive
alternative with emerging runways for growth. The themes we have
bet on - digital, wellness, loyalty, omni-channel, new formats for
growth - are shaping the restaurant industry today. Indeed, the
power of the plan is evident in our business results. Today, we are
pre-releasing Q1 2017 Company-owned bakery-cafe comps of 5.3%,
which is 690 bps better than the Black Box all-industry
composite."
Shaich concluded, "Our success for shareholders is the byproduct
of our commitment to long-term decision making and operating in the
interest of all stakeholders, including guests, associates, and
franchisees. We believe this transaction with JAB offers the best
way to continue to operate with this approach. We are pleased to
join with JAB, a private investor with an equally long-term
perspective, as well as a deep commitment to our strategic
plan."
Comment by JAB Partner and CEO
Olivier Goudet, JAB Partner and CEO, said, "We
have long admired Ron and the incredible success story he has
created at Panera. I have great respect for the strong business
that he, together with his management team, its franchisees and its
associates, has built. We strongly support Panera's vision
for the future, strategic initiatives, culture of innovation, and
balanced company versus franchise store mix. We are excited to
invest in and work together with the Company's management team and
franchisees to continue to lead the industry."
Company Pre-Announces Comparable Net Bakery-Cafe Sales Growth
for Company-owned Bakery Cafes
In fiscal Q1 2017, Company-owned comparable net bakery-cafe
sales increased 5.3% compared to the same period in fiscal 2016.
Two-year Company-owned comparable net bakery-cafe sales increased
11.5%. Additionally, Company-owned comparable net bakery-cafe
sales in fiscal Q1 2017 outperformed the Black Box all-industry
composite by 690 basis points.
Transaction Details
The transaction is not subject to a financing condition and is
expected to close during the third quarter of 2017, subject to the
approval of Panera shareholders and the satisfaction of customary
closing conditions, including applicable regulatory approvals.
Mr. Shaich has entered into a voting agreement whereby he and
entities affiliated with him have agreed to vote shares
representing approximately 15.5% of the Company's voting power in
favor of the transaction. Following the close of the transaction,
Panera will be privately held and continue to be operated
independently by the Company's management team.
JAB is acquiring Panera through JAB BV, an investment vehicle of
JAB Consumer Fund and JAB Holding Company. JAB Consumer Fund is
backed by a group of like-minded, long-term oriented investors and,
together with JAB Holding Company, invests in companies with
premium brands, attractive growth and strong margin dynamics in the
Consumer Goods category. Both JAB Holding Company and JAB Consumer
Fund are overseen by three senior partners, Peter Harf, Bart
Becht and Olivier
Goudet. Entities affiliated with BDT Capital Partners
are also investing alongside JAB BV.
Advisors
Morgan Stanley & Co. LLC is serving as financial advisor to
Panera in connection with this transaction and Sullivan &
Cromwell, LLP is serving as legal counsel.
About Panera
Thirty years ago, at a time when quick
service meant low quality, Panera set out to challenge this
expectation. We believed that food that was good and that you could
feel good about, served in a warm and welcoming environment by
people who cared, could bring out the best in all of us. To us,
that is food as it should be and that is why we exist.
So we began with a simple commitment: to bake fresh bread every
day in our bakery-cafes. No short cuts, just bakers with simple
ingredients and hot ovens. Each night, any unsold bread and baked
goods were shared with neighbors in need.
These traditions carry on today, as we have continued to find
ways to be an ally to our guests. That means crafting a menu of
soups, salads and sandwiches that we are proud to feed our
families. Like poultry and pork raised without antibiotics on our
salads and sandwiches. A commitment to transparency and options
that empower our guests to eat the way they want. Seasonal flavors
and whole grains. And a commitment to removing artificial additives
(flavors, sweeteners, preservatives and colors from artificial
sources) from the food in our bakery-cafes. Why? Because we think
that simpler is better and we believe in serving food as it should
be. Because when you don't have to compromise to eat well, all that
is left is the joy of eating.
We're also focused on improving quality and convenience. With
investments in technology and operations, we now offer new ways to
enjoy your Panera favorites – like mobile ordering and Rapid PickUp
for to-go orders – all designed to make things easier for our
guests. As of Dec. 27, 2016, there
were 2,036 bakery-cafes in 46 states and in Ontario, Canada operating under the Panera
Bread®, Saint Louis Bread Co. ® or Paradise Bakery & Cafe®
names. For more information, visit panerabread.com or find us on
Twitter (@panerabread), Facebook (facebook.com/panerabread) or
Instagram (@panerabread).
About JAB
JAB Holding Company and JAB Consumer Fund
invest in companies with premium brands, attractive growth and
strong margin dynamics in the Consumer Goods category. Both JAB
Holding Company and JAB Consumer Fund are overseen by its three
Senior Partners, Peter Harf,
Bart Becht (Chairman) and
Olivier Goudet (CEO).
Together, JAB Holding Company and JAB Consumer Fund have
controlling stakes in Keurig Green Mountain, a leader in
single-serve coffee and beverage technologies, Jacobs Douwe Egberts
(JDE), the largest pure-play FMCG coffee company in the world,
Peet's Coffee & Tea, a premier specialty coffee and tea
company, Caribou Coffee Company, a specialty retailer of
high-quality premium coffee products, Einstein Noah Restaurant
Group, Inc., a leading company in the quick-casual segment of the
restaurant industry, Krispy Kreme Doughnuts, a global specialty
retailer and wholesaler of premium-quality sweet treats, and in
Espresso House, the largest branded coffee shop chain in
Scandinavia.
JAB Holding Company is also the largest shareholder in Coty
Inc., a global leader in beauty, and owns a controlling stake in
luxury goods companies including Jimmy
Choo, Bally and Belstaff as well as a minority stake in
Reckitt Benckiser PLC, a global leader in health, hygiene and home
products. For more information, please visit the company's website
at: http://www.jabholco.com.
Additional Information and Where to Find It
This
communication relates to the proposed merger involving Panera Bread
Company ("Panera") and JAB Holdings B.V., Rye Parent Corp. ("Rye
Corp.") and Rye Merger Sub, Inc. In connection with the
proposed merger, Panera and Rye Corp. intend to file relevant
materials with the Securities and Exchange Commission (the "SEC"),
including Panera's proxy statement on Schedule 14A (the "Proxy
Statement"). This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, and is not a substitute for
the Proxy Statement or any other document that Panera may file with
the SEC or send to its stockholders in connection with the proposed
merger. STOCKHOLDERS OF PANERA ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to
obtain the documents free of charge at the SEC's web site,
http://www.sec.gov and Panera stockholders will receive information
at an appropriate time on how to obtain transaction-related
documents for free from Panera.
Participants in the Solicitation
Panera, Rye Corp.
and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the holders
of Common Stock in respect of the proposed merger.
Information about the directors and executive officers of Panera is
set forth in the proxy statement for Panera's 2016 Annual Meeting
of stockholders, which was filed with the SEC on April 15, 2016, and in Panera's Annual Report on
Form 10-K for the fiscal year ended December
27, 2016, which was filed with the SEC on February 22, 2017. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Proxy Statement and
other relevant materials to be filed with the SEC in respect of the
proposed transaction when they become available.
Cautionary Statements Regarding Forward-Looking
Information
Certain statements contained in this
communication and in our public disclosures, whether written or
oral, relating to future events or our future performance,
including any discussion, expressed or implied, regarding our
anticipated growth, operating results, future earnings per share,
plans, objectives, the impact of our investments in sales-building
initiatives and operational capabilities on future sales and
earnings, contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
statements are often identified by the words "believe,"
"positioned," "estimate," "project," "target," "plan," "goal,"
"assumption," "continue," "intend," "expect," "future,"
"anticipate," and other similar expressions, whether in the
negative or the affirmative, that are not statements of historical
fact.
These forward-looking statements are not guarantees of future
performance and involve certain risks, uncertainties, and
assumptions that are difficult to predict, and you should not place
undue reliance on our forward-looking statements. Our actual
results and timing of certain events could differ materially from
those anticipated in these forward-looking statements as a result
of certain factors, including, but not limited to: the risk that
Panera's shareholders do not approve the merger; uncertainties as
to the timing of the merger; the conditions to the completion of
the merger may not be satisfied, or the regulatory approvals
required for the merger may not be obtained on the terms expected
or on the anticipated schedule; the parties' ability to meet
expectations regarding the timing, completion and accounting and
tax treatments of the merger; the occurrence of any event, change
or other circumstance that could give rise to the termination of
the merger agreement; the effect of the announcement or pendency of
the merger on Panera's business relationships, operating results,
and business generally; risks that the merger disrupts current
plans and operations of Panera and potential difficulties in
Panera's employee retention as a result of the merger; risks
related to diverting management's attention from Panera's ongoing
business operations; the outcome of any legal proceedings that may
be instituted against Panera related to the merger agreement or the
merger; the amount of the costs, fees, expenses and other charges
related to the merger; and other factors discussed from time to
time in our reports filed with the SEC, including our Annual Report
on Form 10-K for the fiscal year ended December 27,
2016. All forward-looking statements and the internal
projections and beliefs upon which we base our expectations
included in this release are made only as of the date of this
release and may change. While we may elect to update
forward-looking statements at some point in the future, we
expressly disclaim any obligation to update any forward-looking
statements, whether as a result of new information, future events,
or otherwise. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of
the date hereof.
Contacts
Panera:
Mike
Bufano
Senior Vice President & CFO
mike.bufano@panerabread.com
Steve West
Vice President of Investor Relations
steve.west@panerabread.com
JAB:
Abernathy MacGregor Group
Tom Johnson/Pat Tucker
212-371-5999
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SOURCE Panera Bread Company