JAB Beech Inc. Completes Tender Offer For All Outstanding Shares Of
Caribou Coffee Company, Inc.
MINNEAPOLIS, Jan. 23, 2013
/PRNewswire/ -- JAB Beech Inc. ("JAB"), a member of the Joh. A
Benckiser Group, today announced the successful completion of the
tender offer by its wholly-owned subsidiary, Pine Merger Sub, Inc.
("Purchaser"), for all of the outstanding shares of common stock of
Caribou Coffee Company, Inc. (Nasdaq: CBOU) ("Caribou") at a price
of $16 per share, net to the seller
in cash (less any required withholding taxes and without
interest).
Wells Fargo Shareowner Services, the depositary for the tender
offer, has advised JAB that, as of 12:00 midnight, New York City time, on January 22, 2013, the expiration of the tender
offer, 13,554,419 shares were validly tendered and not withdrawn in
the tender offer, representing approximately 63.9% of Caribou's
currently outstanding shares on a fully diluted basis (including
945,361 shares delivered through Notices of Guaranteed Delivery,
representing approximately 4.5% of the shares outstanding on a
fully diluted basis). JAB has accepted for payment all shares
validly tendered and not withdrawn and will promptly pay for such
shares.
Purchaser will acquire all of the remaining outstanding shares
of Caribou common stock by means of a merger under Minnesota law, which is expected to be
completed on January 24, 2013. As a
result of the purchase of shares in the tender offer, Purchaser has
sufficient voting power to approve the merger without the
affirmative vote of any other Caribou stockholder. In order to
accomplish the merger as a "short-form" merger, Purchaser currently
intends to exercise its "top-up" option pursuant to the merger
agreement, which permits Purchaser to purchase additional shares of
common stock of Caribou directly from Caribou for $16 per share (the same purchase price paid in
the tender offer). Following the merger, Caribou will become a
wholly-owned subsidiary of JAB, and each share of Caribou's
outstanding common stock will be cancelled and converted into the
right to receive the same consideration, without interest, received
by holders who tendered in the tender offer. Thereafter, Caribou
common stock will cease to be traded on the NASDAQ Global Select
Market.
BDT Capital, a Chicago-based
merchant bank that provides long-term private capital solutions to
closely held companies, is a minority investor in this transaction
alongside the Joh. A Benckiser Group. In addition to BDTCP's
capital investment, BDT & Company served as a financial
co-advisor to the Joh. A Benckiser Group with Morgan Stanley &
Co. LLC. Skadden, Arps, Slate, Meagher & Flom LLP is acting as
legal advisor to the Joh. A Benckiser Group in this transaction.
Moelis & Co LLC is serving as an 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 The Joh. A Benckiser Group
The Joh. A Benckiser
Group is a privately held group of affiliated companies 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. The Joh. A Benckiser
Group 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.
Forward-Looking Statements
This press release contains
forward-looking statements that are not historical facts and are
subject to risks and uncertainties that could cause actual results
to differ materially from those described. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements. Forward-looking statements in
this communication include statements regarding the anticipated
benefits of the transaction; statements regarding the expected
timing of the completion of the transaction; and any statements of
assumptions underlying any of the foregoing. All forward-looking
statements are based largely on current expectations and beliefs
concerning future events, approvals and transactions that are
subject to substantial risks and uncertainties. Factors that may
cause or contribute to the actual results or outcomes being
different from those expressed or implied in the forward-looking
statements include are discussed in the Company's filings with the
SEC, including in its periodic reports filed on Form 10-K and Form
10-Q with the SEC. Copies of the Company's filings with the SEC may
be obtained at the "Investors" section of the Company's website at
www.cariboucoffee.com. The forward-looking statements made in this
communication are made only as of the date of this communication,
and the Company undertakes no obligation to update them to reflect
subsequent events or circumstances.
SOURCE JAB Beech Inc.