Caribou Coffee Company, Inc. (NASDAQ: CBOU), 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 per share in cash,
or a total of approximately $340 million. 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’ve 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
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
Founded in 1992, Caribou 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. The Company's coffeehouses aspire to be the community
place loved by guests who are provided an extraordinary experience
that makes their day better. Caribou provides the highest quality
handcrafted beverages, foods and coffee lifestyle items with a
unique blend of expertise, fun and authentic human connection in a
comfortable and welcoming coffeehouse environment. 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.
Caribou is a proud recipient of the Rainforest Alliance Corporate
Green Globe Award and is committed to operating practices that
promote sustainability and environmental protection. For more
information, visit the Caribou web site at
www.cariboucoffee.com.
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 N.V., 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 $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.
Additional Information and Where to
Find It
The tender offer described in this document has not yet
commenced. This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of Caribou. At the time the
offer is commenced, an affiliate of JAB will file a Tender Offer
Statement on Schedule TO with the U.S. Securities and Exchange
Commission, and Caribou will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer. Caribou
stockholders and other investors are urged to read the tender offer
materials (including an Offer to Purchase, a related Letter of
Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement because they will contain
important information which should be read carefully before any
decision is made with respect to the tender offer. The Offer to
Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement,
will be made available to all stockholders of Caribou at no expense
to them. The Tender Offer Statement and the
Solicitation/Recommendation Statement will be made available for
free at the Commission’s web site at www.sec.gov. Free copies of
these materials and certain other offering documents will be made
available by the information agent for the offer.
In addition to the Solicitation/Recommendation Statement,
Caribou files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other
information filed by Caribou at the SEC public reference room at
100 F Street, N.E., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for further information on the public
reference room. Caribou's filings with the Commission are also
available to the public from commercial document-retrieval services
and at the website maintained by the Commission at www.sec.gov.
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