Minneapolis / MN. (cc) Caribou Coffee Company Inc., 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 USD per share in cash, or a total of approximately 340 million USD. 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 have 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 USD 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 Coffee
Founded in 1992, Caribou Coffee 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. 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.
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 NV, 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 three billion USD 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.
OTHER TOPICS FROM THIS SECTION FOR YOU:
- Oatly AB: Reports Third Quarter 2024 Financial Results
- Beyond Meat: Reports Third Quarter 2024 Results
- Krispy Kreme Reports Third Quarter 2024 Financial Results
- Papa Johns: Announces Q3-2024 Financial Results
- Mettler-Toledo International: Reports Q3-2024 Results
- ADM: Reports Preliminary Third Quarter 2024 Results
- CHS: Reports Fiscal Year 2024 Net Income of 1.1 Billion
- Reborn Coffee: Bbang Ssaem stake acquisition completed
- Delivery Hero: reports strong Q3-2024 results
- HelloFresh SE: announces Q3-2024 financial results
- AB Foods: FY 2023-2024 Annual Results Statement
- Barry Callebaut: FY 2023-2024 Annual Results Statement
- B+G Foods: Reports Q3-2024 Financial Results
- SunOpta: Announces Q3-2024 Financial Results
- Circus: Secures 1.1 Billion in Recurring Revenue Potential
- Ingredion: Reports Strong Third Quarter 2024 Results
- Yum Brands: Reports Third Quarter 2024 Results
- Raisio PLC: Interim Report Q3 and 9M-2024
- RBI: Reports Third Quarter 2024 Financial Results
- The Middleby Corporation: Reports Q3-2024 Results