JAB agrees to acquire Panera Bread in US
Luxembourgish private business group JAB has entered a definitive merger agreement to acquire US-based bakery chain Panera Bread for $7.5bn, which also includes an assumption of nearly $340m of net debt.
The agreement, which will see JAB acquire Panera for $315 per share in cash, was unanimously approved by Panera's board of directors.
It represents a 30% premium to the 30-day volume weighted average stock price as of 31 March.
Expected to close by the third quarter of this year, the deal is subject to the approval of Panera shareholders, the satisfaction of customary closing conditions, and regulatory approvals.
The transaction is not subject to any financing condition.
Panera founder chairman and CEO Ron Shaich said: "By any measure, Panera has been one of the most successful restaurant companies in history. What started as one 400ft² cookie store in Boston has grown to a system with over 2,000 units, approximately $5bn 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."
Upon completion of the transaction, Panera will be privately held and continue to operate as an independent firm under Panera's management team.
JAB Partner and CEO Olivier Goudet said: "We have long admired Ron and the incredible success story he has created at Panera. 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, the culture of innovation, and balanced company versus franchise store mix."
JAB executed this transaction through JAB, an investment vehicle of JAB Consumer Fund and JAB Holding.
Entities associated with the BDT Capital Partners are reported to have invested in JAB.