Joh. A. Benckiser to Acquire Peet’s Coffee & Tea
07/23/2012 – Emeryville, Calif. – Peet's Coffee & Tea, Inc. (NASDAQ: PEET) and German Conglomerate 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, California 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.
Editor’s note: There are at least two law firms that are fishing for investors who believe the board of directors did not adequately perform their fiduciary responsibilities to the shareholders in the handling of this transaction.
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