Einstein Noah: Agrees to be Acquired by JAB Holding

Lakewood / CO. (enr) Einstein Noah Restaurant Group Inc., a leader in the quick-casual segment of the restaurant industry operating under the Einstein Bros. Bagels, Noah´s New York Bagels and Manhattan Bagel brands, announced a definitive agreement under which an affiliate of Joh. A. Benckiser Group (JAB) will acquire Einstein Noah Restaurant Group for 20.25 USD per share in cash, or a total diluted equity value of approximately 374 million USD. The agreement, which has been unanimously approved by Einstein Noah Restaurant Group´s directors, represents a premium of approximately 47 percent over Einstein Noah Restaurant Group´s 30-day average trading price.

«Einstein Noah Restaurant Group has a great collection of brands that reflect JAB´s long-term investment philosophy and we see significant opportunity for growth», said Olivier Goudet, Partner and CEO of JAB. «We welcome Einstein Noah Restaurant Group and its employees to the JAB family, and we are excited to be a part of the next chapter of its growth».

«Greenlight supports this transaction, which we believe delivers significant value to Einstein Noah Restaurant Group stockholders and is a win-win for all parties», said David Einhorn, founder and president of Greenlight Capital, Einstein Noah Restaurant Group´s largest stockholder. «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. JAB is an experienced firm that will lead Einstein Noah Restaurant Group into its next phase of growth».

At the close of the transaction, Einstein Noah Restaurant Group will maintain its headquarters in Lakewood, Colorado and will continue to operate as a standalone business in the JAB portfolio, consistent with the firm´s investment practice. Michael Tattersfield, Chief Executive Officer of Caribou Coffee Company Inc., another JAB portfolio company, will serve as Chairman of the Board.

«I am looking forward to working with the Einstein Noah Restaurant Group´s talented executive team. Having worked in and around the food industry for many years, I have long admired the Einstein Noah Restaurant Group´s strong market position and growth potential, and I am looking forward to contributing to the company´s continued success», said Tattersfield.

«Through this transaction with JAB, which has a long and distinguished track record of investing in premium consumer companies, we will not only realize significant immediate value for our stockholders, but will continue to revitalize our brand, enhance our nationwide footprint and solidify our position as the leader in the fresh-baked bagels industry», said Nelson Heumann, Chairman of the Board of Einstein Noah Restaurant Group. «Over the past few years, our dedicated employees have helped enhance our strong and growing brand leadership, and with JAB´s backing, we expect to build upon our success and position as a category leader».

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 Einstein Noah Restaurant Group´s common stock at a price of 20.25 USD per share in cash. Greenlight Capital, Einstein Noah Restaurant Group´s largest stockholder with more than 35 percent of the outstanding common shares, has agreed to tender its shares in support of the transaction. Following the 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 Einstein Noah Restaurant Group´s outstanding 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 LLC, served as a financial co-advisor to JAB with Citigroup Global Markets Inc. Skadden, Arps, Slate, Meagher + Flom LLP is acting as legal advisor to JAB in this transaction. Stifel is serving as financial advisor to Einstein Noah Restaurant Group in connection with this transaction and Alston + Bird LLP is acting as Einstein Noah Restaurant Group´s legal advisor.

About Einstein Noah Restaurant Group

Einstein Noah Restaurant Group, Inc. is a leading company in the quick-casual segment of the restaurant industry that operates, franchises and licenses locations under the Einstein Bros., Noah´s New York Bagels and Manhattan Bagel brands. The Company´s retail system consists of more than 855 restaurants in 42 states and the District of Columbia. It also operates a dough production facility.

About JAB Holding Company

JAB Holding Company 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. JAB Holding Company´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 majority stake in Caribou Coffee Company, a specialty retailer of high-quality premium coffee products, a majority stake in D.E Master Blenders 1753 N.V., an international coffee and tea company, and a minority stake in Reckitt Benckiser Group PLC, a global leader in health, hygiene and home products. JAB (Joh. A. Benckiser SE) also owns luxury leather goods companies including Jimmy Choo, Bally and Belstaff. The assets of the group are overseen by its three senior partners, Peter Harf, Bart Becht and Olivier Goudet. Joh. A. Benckiser SE (JAB) is a German holding company, the investment vehicle for Germany’s Reimann family. A long time JAB had its principal office in Ludwigshafen/Rhine. Analog to German duty-discussions JAB moved its registered office to Wien/Austria in 2006.

About BDT Capital Partners

BDT Capital Partners provides family-owned and entrepreneurially led companies with long-term capital. Based in Chicago, the firm manages ten billion USD across its investment funds and has an investor base with the ability to co-invest significant additional capital. Its affiliate, BDT + Company, is a merchant bank that works with family and founder-led businesses to pursue their long-term strategic and financial objectives. BDT + Company provides solutions-based advice and access to an extensive network of world-class closely held businesses.

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