On April 5, 2017, Panera and JAB Holdings B.V. (JAB), a
private limited liability company incorporated under the laws of the Netherlands, issued a joint press release announcing their entry into a definitive merger agreement. A copy of the press release is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
Additional Information and Where to Find It
This communication relates to the proposed merger involving Panera, Rye Parent Corp. (Parent), Rye Merger Sub, Inc., and JAB. In
connection with the proposed merger, Panera and Parent intend to file relevant materials with the SEC, including Paneras 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 SECs 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,
Parent 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 Paneras 2016 Annual Meeting of stockholders, which was filed with the SEC on April 15, 2016, and in Paneras 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 Paneras 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 Paneras business relationships, operating results, and business
generally; risks that the merger disrupts current plans and operations of Panera and potential difficulties in Paneras employee retention as a result of the merger; risks related to diverting managements attention from Paneras
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 Securities and Exchange Commission, 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.