LUXEMBOURG and LAKEWOOD, Colo. - Oct. 6, 2014 // PRNewswire // - JAB Holding Company ("JAB") and Einstein Noah Restaurant Group, Inc. (BAGL) ("Einstein Noah") today announced that an affiliate of JAB has commenced the previously announced tender offer for all the outstanding shares of common stock for Einstein Noah at a price of $20.25 per share, net to the seller in cash but subject to any required withholding of taxes.
On September 29, 2014, JAB and Einstein Noah announced that the JAB affiliate had entered into a definitive merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, after completion of the tender offer and satisfaction or waiver of certain conditions, the JAB affiliate will merge with Einstein Noah and, at the effective time of the merger, all outstanding shares of Einstein Noah's common stock, other than (i) shares owned by JAB, Einstein Noah or any of their respective direct or indirect wholly-owned subsidiaries and (ii) shares owned by stockholders who have properly demanded and not withdrawn or lost their right to appraisal pursuant to the applicable provisions of Delaware law with respect to such shares, will be automatically cancelled and converted into the right to receive an amount in cash equal to the $20.25 offer price per share, without interest, less any applicable withholding taxes. After careful consideration, the board of directors of Einstein Noah unanimously approved the merger agreement and the transactions contemplated thereby. Accordingly, the board of directors of Einstein Noah unanimously recommends that Einstein Noah's stockholders tender their shares into the tender offer. Greenlight Capital, Einstein Noah Restaurant Group's largest stockholder with more than 35% of the outstanding common shares, has agreed to tender its shares in support of the transaction.
The completion of the tender offer is conditioned upon to satisfaction or waiver of certain conditions, including, among other things, the tender of a majority of the outstanding shares of common stock of the Company and the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, at the end of the day on Tuesday, November 4, 2014, unless the offer is extended. BDT Capital Partners, a Chicago-based merchant bank that provides long-term private capital solutions to closely held companies, is a minority investor in this transaction alongside JAB.
JAB Holding Company s.a r.l. and affiliated companies are a Luxembourg based and privately held group focused on long-term investments in companies with premium brands in the Consumer Goods category. The 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 majority stake in Caribou Coffee Company, a specialty retailer of high-quality premium coffee products and a majority stake in D.E Master Blenders 1753 N.V., an international coffee and tea company. Earlier this year, D.E Master Blenders and Mondelez International Inc. agreed to combine their respective coffee businesses creating the world's leading pure-play coffee company controlled by JAB. Aside from its minority stake in Reckitt Benckiser PLC, a global leader in health, hygiene and home products, JAB also owns various luxury leather goods companies including Jimmy Choo, Bally and Belstaff. The assets of the group are overseen by its three senior partners: Peter Harf, Bart Becht and Olivier Goudet.
Einstein Noah Restaurant Group, Inc. is a leading company in the quick-casual segment of the restaurant industry that operates, franchises and licenses locations under the Einstein Bros.®, Noah's New York Bagels® and Manhattan Bagel® brands. The Company's retail system consists of more than 855 restaurants in 42 states and the District of Columbia. It also operates a dough production facility. The Company's stock is traded on the NASDAQ under the symbol BAGL. Visit www.einsteinnoah.com for additional information.
BDT Capital Partners provides family-owned and entrepreneurially led companies with long-term capital. Based in Chicago, the firm manages $10 billion across its investment funds and has an investor base with the ability to co-invest significant additional capital. Its affiliate, BDT & Company, is a merchant bank that works with family and founder-led businesses to pursue their long-term strategic and financial objectives. BDT & Company provides solutions-based advice and access to an extensive network of world-class closely held businesses.
An affiliate of JAB filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the "SEC"), and Einstein Noah Restaurant Group filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. Einstein Noah Restaurant Group stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement because they will contain important information which should be read carefully before any decision is made with respect to the tender offer.
The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of Einstein Noah Restaurant Group at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC's web site at www.sec.gov. Free copies of these materials and certain other offering documents will be made available by the information agent for the offer.
In addition to the Solicitation/Recommendation Statement, Einstein Noah Restaurant Group files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Einstein Noah Restaurant Group at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Einstein Noah Restaurant Group's filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
This communication 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 often use words such as "anticipate," "target," "assume," "expect," "estimate," "intend," "plan," "goal," "believe," "hope," "aim," "continue," "will," "may," "would," "could," "likely," or "should" or other words of similar meaning or the negative thereof. Forward-looking statements in this communication include statements regarding the anticipated benefits of the transaction; statements regarding the anticipated timing of filings and approvals relating to 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 contemplated by forward-looking statements include: risks and uncertainties associated with the tender offer, including uncertainties as to the timing of the tender offer and merger, uncertainties as to how many of the Einstein Noah Restaurant Group's stockholder will tender their shares in the offer, the risk that competing offers will be made, and the possibility that various closing conditions for the transaction may not be satisfied or waived. Other factors that may cause the Einstein Noah Restaurant Group's actual results to differ materially from those expressed or implied in the forward-looking statements are discussed in the Einstein Noah Restaurant Group'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 Einstein Noah Restaurant Group's filings with the SEC may be obtained at the "Financial and Media - Investor Relations" section of the Einstein Noah Restaurant Group's website at www.einsteinnoah.com. The forward-looking statements made in this communication are made only as of the date of this communication, and the Einstein Noah Restaurant Group undertakes no obligation to update them to reflect subsequent events or circumstances.
SOURCE JAB Holding Company