Milling & Baking News - April 11, 2017 - 11

JAB Holding expanding bakery cafe
portfolio with Panera acquisition
LUXEMBOURG - JAB BV, an investment arm of the JAB Holding Company, has entered into an agreement to
acquire the Panera Bread Co., St. Louis,
for approximately $7.5 billion. Upon
completion, the acquisition will add
to JAB's growing global roster of bakery cafe chains that also include Caribou Coffee, Einstein Noah, Espresso
House, Krispy Kreme Doughnuts, and
Peet's Coffee and Tea.
Under the agreement, JAB will acquire Panera for $315 per share in cash
and the assumption of $340 million in
debt. The agreement represents a premium of approximately 30% to Panera's 30-day volume-weighted average
stock price as of March 31. The transaction has been approved by Panera's
board of directors.
"We have long admired Ron (Shaich) and the incredible success story
he has created at Panera," said Olivier
Goudet, chief executive officer and a
partner in JAB. "I have great respect
for the strong business that he, together with his management team, its franchisees and its associates, has built.
We strongly support Panera's vision
for the future, strategic initiatives,
culture of innovation, and balanced
company versus franchise store mix.
We are excited to invest in and work

together with the company's management team and franchisees to continue
to lead the industry."
Rumors that Panera Bread may be
for sale began circulating on April 3.
Shares of the company's stock climbed

11.7% that day to a high of $292.42
before closing at an all-time high of
$282.63. Bloomberg News identified JAB
Holding, Domino's Pizza and Starbucks Corp. among possible suitors.
"By any measure, Panera has been
one of the most successful restaurant
companies in history," said Mr. Shaich,
who is the founder, chairman and
c.e.o. of Panera. "What started as one
400-square-foot cookie store in Boston has grown to a system with over

Business

2,000 units, approximately $5 billion
in sales, and over 100,000 associates.
In more than 25 years as a publicly
traded company, Panera has created
significant shareholder value.
"Indeed, Panera has been the best
performing restaurant stock of the
past 20 years - up over 8,000%. Today's transaction is a direct reflection
of those efforts, and delivers substantial additional value for our shareholders."
The transaction is not subject to financing conditions and is expected to
close during the third quarter of 2017.
It is subject to the approval of Panera
shareholders and customary closing
conditions.
Mr. Shaich has entered into a voting
agreement whereby he and groups affiliated with him have agreed to vote
shares representing approximately
15.5% of the company's voting power
in favor of the transaction. Following
the close of the transaction, Panera
will be privately held and continue
to be operated independently by the
company's management team.
"Over the last five years, we have
developed and executed a powerful
strategic plan to be a better competitive alternative with emerging runways for growth," Mr. Shaich said.
"The themes we have bet on - digital,
wellness, loyalty, omni-channel, new
formats for growth - are shaping the
restaurant industry today." MBN

JAB's frenzied emergence as food industry leader
LUXEMBOURG - The pending purchase of Panera Bread Co., St.
Louis, represents only the latest in a veritable blizzard of acquisitions
by Luxembourg-based JAB Holding Co. over the past five years. The
transactions have been heavily focused in two food product categories: coffee and grain-based foods.
JAB Holding, together with JAB Consumer Fund, are headed by
three senior partners: Peter Harf; Bart Becht, chairman; and Olivier
Goudet, chief executive officer.
Together, the two groups hold controlling interests in Keurig Green
Mountain (acquired in 2016, for $13.9 billion), the
leader in single-serve coffee and beverage
technologies; Jacobs Douwe Egberts, the
largest pure-play fast moving consumer
goods coffee company (2015 merger in
which Mondelez was paid €3.8 billion and
holds a 44% interest); Peet's Coffee
& Tea, a premier specialty coffee
and tea company (2012, $1 billion);
Caribou Coffee Co., a specialty retailer of premium coffee products
(2013, $340 million); Einstein Noah
Restaurant Group, Inc., quick-casual
restaurant business (2014, $374
million); Krispy Kreme Doughnuts, a
bakingbusiness.com / world-grain.com

global donut retailer and wholesaler (2016,
$1.4 billion); and Espresso House, the largest branded coffee shop chain in Scandinavia
(2016, $238 million).
JAB Holding also is the largest shareholder
in Coty Inc., a cosmetics business, and owns
controlling stakes in several luxury goods companies, including Jimmy Choo, Bally and Belstaff
as well as a minority stake in Reckitt Benckiser
P.L.C., a global leader in health, hygiene and
home products.
While JAB's dramatic emergence in the food
business and its dizzying pace of acquisitions may suggest an
upstart in the business world, JAB Holding is anything but a new
company. The company's roots date back to the early 19th century,
when Johann A. Benckiser founded Benckiser as an industrial
chemicals business. It was not until the 1950s that Joh. A.
Benckiser entered the consumer products business, initially
with household cleaning products. In 1999, Benckiser merged
with Reckitt & Colman to become Reckitt Benckiser.
JAB is owned by the Reimann family of Germany, descendants of Ludwig Reimann, a chemist, who joined Johann A.
Benckiser's business in 1828, married Mr. Benckiser's daughter and eventually owned the business. MBN
Milling & Baking News XApril 11, 2017 / 11

http://www.bakingbusiness.com http://www.world-grain.com

Milling & Baking News - April 11, 2017

Table of Contents for the Digital Edition of Milling & Baking News - April 11, 2017