Peet’s Coffee & Tea, Inc. (NASDAQ: PEET) and Joh. A.
Benckiser (“JAB”) today announced that they have entered into a
definitive agreement under which JAB will acquire Peet’s for $73.50
per share in cash, or a total of approximately $1 billion. The
agreement, which has been unanimously approved by the Peet’s Board
of Directors, represents a premium of approximately 29% over Peet’s
closing stock price on July 20, 2012.
At the close of the transaction, Peet’s will be privately owned
and will continue to be operated by the company’s current
management team and employees. Peet’s Coffee & Tea, founded in
Berkeley, CA in 1966 by Alfred Peet, will remain based in the San
Francisco Bay Area, with its home office in Emeryville and its
LEED® (Leadership in Energy and Environmental Design) Gold
Certified roast-to-order facility in Alameda.
“We are very excited about this next chapter in Peet’s rich
history,” said Patrick O’Dea, President and CEO of Peet’s. “Over
many years we’ve demonstrated an unyielding commitment to craft
coffees and teas of uncompromised quality. This commitment is what
has distinguished the Peet’s brand among all others and will
continue to guide us as we go forward.”
Jean-Michel Valette, Chairman of the Board of Peet’s, added, “In
my experience it is rare to find a company and a brand as special
as Peet’s. We are pleased that JAB recognizes this and that Peet’s
existing shareholders will be rewarded with significant value.”
“At JAB, we are committed to owning and investing in companies
with strong, premier-quality brands and great people whose values
we share,” said Bart Becht, Chairman of JAB. “Peet’s is just such a
company and we look forward to preserving the company’s culture and
core values, while supporting management’s vision for future
growth."
In addition to JAB, BDT Capital, a Chicago-based merchant bank
that provides long-term private capital and advice to closely held
companies, is participating in this transaction as an advisor and
minority investor.
The transaction, which is structured as a one-step merger with
Peet’s as the surviving corporation, is not subject to a financing
condition and is expected to close in approximately three months,
subject to customary closing conditions, including receipt of
shareholder and regulatory approvals. The transaction requires the
affirmative vote of holders of a majority of the company’s
outstanding shares, which will be sought at a special meeting of
shareholders.
Citigroup is serving as exclusive financial advisor to Peet’s in
connection with this transaction and has delivered a fairness
opinion to the Board of Directors of Peet’s. Cooley LLP is acting
as Peet’s legal advisor. Skadden, Arps, Slate, Meagher & Flom
LLP is acting as legal advisor to JAB in this transaction. Morgan
Stanley & Co. LLC and BDT & Company are serving as
financial advisors to JAB.
In light of today’s announcement, Peet’s will not be holding a
conference call to discuss its second quarter fiscal 2012
results.
About Peet’s
Peet's Coffee & Tea, Inc. (NASDAQ: PEET) is the premier
specialty coffee and tea company in the United States. The company
was founded in 1966 in Berkeley, Calif. by Alfred Peet. Peet was an
early tea authority who later became widely recognized as the
grandfather of specialty coffee in the U.S. Today, Peet's Coffee
& Tea offers superior quality coffees and teas in multiple
forms, by sourcing the best quality coffee beans and tea leaves in
the world, adhering to strict high-quality and taste standards, and
controlling product quality through its unique direct store
delivery selling and merchandising system. Peet's is committed to
strategically growing its business through many channels while
maintaining the extraordinary quality of its coffees and teas. For
more information about Peet's Coffee & Tea, Inc., visit
www.peets.com.
About Joh. A. Benckiser
Joh. A. Benckiser is a privately held group focused on long term
investments in premium brands in the broader consumer goods
category. The group’s portfolio includes a majority stake in Coty
Inc., a global leader in beauty, 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.
The group also owns Labelux, a luxury goods company with brands
such as Jimmy Choo, Bally and Belstaff. The assets of the group are
overseen by 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.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements.
Statements that are not historical facts, including statements
about beliefs or expectations, are forward-looking statements.
These statements are based on plans, estimates and projections at
the time Peet’s makes the statements, and readers should not place
undue reliance on them. In some cases, readers can identify
forward-looking statements by the use of forward-looking terms such
as "may," "will," "should, "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "potential," or
"continue" or the negative of these terms or other comparable
terms. Forward-looking statements involve inherent risks and
uncertainties, and the Company cautions readers that a number of
important factors could cause actual results to differ materially
from those contained in any such forward-looking statement. Factors
that could cause actual results to differ materially from those
described in this press release include, among others:
uncertainties as to the timing of the acquisition; the possibility
that competing offers will be made; the possibility that various
closing conditions for the acquisition may not be satisfied or
waived, including that a governmental entity may prohibit or refuse
to grant approval for the consummation of the acquisition; general
economic and business conditions; and other factors. Additional
risks are described in the Company’s Annual Report on Form 10-K for
the year ended January 1, 2012 and its subsequently filed reports
with the Securities and Exchange Commission (“SEC”). Readers are
cautioned not to place undue reliance on the forward-looking
statements included in this press release, which speak only as of
the date hereof. The Company does not undertake to update any of
these statements in light of new information or future events.
Additional Information and Where to Find It
In connection with the proposed merger, Peet’s Coffee & Tea,
Inc. will prepare a proxy statement to be filed with the SEC. When
completed, a definitive proxy statement and a form of proxy will be
mailed to the shareholders of the Company. THE COMPANY'S
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The
Company's shareholders will be able to obtain, without charge, a
copy of the proxy statement (when available) and other relevant
documents filed with the SEC from the SEC's website at
http://www.sec.gov. The Company's shareholders will also be able to
obtain, without charge, a copy of the proxy statement and other
relevant documents (when available) by directing a request by mail
or telephone to Peet’s, 1400 Park Avenue, Emeryville, CA 94608,
attention: Investor Relations or by calling (510) 594-2100.
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company's
shareholders with respect to the proposed merger. Information about
the Company's directors and executive officers and their ownership
of the Company's common stock is set forth in the proxy statement
for the Company's 2012 Annual Meeting of Shareholders, which was
filed with the SEC on April 2, 2012 and will be set forth in the
proxy statement regarding the proposed merger. Shareholders may
obtain additional information regarding the interests of the
Company and its directors and executive officers in the proposed
merger, which may be different than those of the Company's
shareholders generally, by reading the proxy statement and other
relevant documents regarding the proposed merger, when filed with
the SEC.
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