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8-K - FORM 8-K - PEETS COFFEE & TEA INC | d383332d8k.htm |
EX-2.1 - AGREEMENT AND PLAN OF MERGER - PEETS COFFEE & TEA INC | d383332dex21.htm |
Exhibit 99.1
PEETS COFFEE & TEA, INC. TO BE ACQUIRED BY
JOH. A. BENCKISER FOR $73.50 PER SHARE IN CASH
Peets to Become Private in a Transaction Valued at $1 Billion
EMERYVILLE, Calif., July 23, 2012 Peets 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 Peets for $73.50 per share in cash, or a total of approximately $1 billion. The agreement, which has been unanimously approved by the Peets Board of Directors, represents a premium of approximately 29% over Peets closing stock price on July 20, 2012.
At the close of the transaction, Peets will be privately owned and will continue to be operated by the companys current management team and employees. Peets 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 Peets rich history, said Patrick ODea, President and CEO of Peets. Over many years weve demonstrated an unyielding commitment to craft coffees and teas of uncompromised quality. This commitment is what has distinguished the Peets brand among all others and will continue to guide us as we go forward.
Jean-Michel Valette, Chairman of the Board of Peets, added, In my experience it is rare to find a company and a brand as special as Peets. We are pleased that JAB recognizes this and that Peets 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. Peets is just such a company and we look forward to preserving the companys culture and core values, while supporting managements 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 Peets 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 companys outstanding shares, which will be sought at a special meeting of shareholders.
Citigroup is serving as exclusive financial advisor to Peets in connection with this transaction and has delivered a fairness opinion to the Board of Directors of Peets. Cooley LLP is acting as Peets 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 todays announcement, Peets will not be holding a conference call to discuss its second quarter fiscal 2012 results.
About Peets
Peets 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, Peets 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. Peets is committed to strategically growing its business through many channels while maintaining the extraordinary quality of its coffees and teas. For more information about Peets 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 groups 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 Peets 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 Companys 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, Peets 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 COMPANYS SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Companys 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 SECs website at http://www.sec.gov. The Companys 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 Peets, 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 Companys shareholders with respect to the proposed merger. Information about the Companys directors and executive officers and their ownership of the Companys common stock is set forth in the proxy statement for the Companys 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 Companys shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.
Peets Media Contacts:
Sard Verbinnen & Co
Paul Kranhold/John Christiansen
pkranhold@sardverb.com/jchristiansen@sardverb.com
(415) 618-8750
Peets Investor Contact:
Seanna Allen
investorrelations@peets.com
(510) 594-2196
JAB Media Contacts:
Abernathy MacGregor Group
Chuck Burgess/Tom Johnson
clb@abmac.com/tbj@abmac.com
(212) 371-5999
BDT Capital Partners Media Contact:
Jennifer Dunne
jdunne@bdtcap.com
(312) 660-7314
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