It didn’t take long for the Panera Bread rumors to turn into reality. After a hectic day of trading Monday, where talks of a potential sale skyrocketed shares, JAB Holding announced Wednesday morning that it agreed to buy the brand for $7.5 billion in cash. Following the close of the transaction, Panera will be privately held and continue to be operated independently by the company’s management team, including CEO and founder Ron Shaich.
The deal, if completed, would be the second largest in the history of the restaurant industry. Only Tim Hortons August 2014 sale to 3G Capital Partners LP, Burger King Worldwide Inc. for $12.64 billion would be higher.
JAB Holding, which owns Krispy Kreme, Caribou Coffee, Keurig Green Mountain, and Peet’s Coffee & Tea, offered $315 per Panera Share—a 20.3 percent premium to the stock’s closing price on March 31, the last trading day before media reports of the potential deal surfaced. The purchase price, which includes $340 million in net debt, is also a 30 percent premium to Panera’s 30-day average stock price.
Luxembourg-based JAB has controlling stakes in Coty and Jimmy Choo as well, among other companies.
Shaich and entities affiliated agreed to vote shares representing around 15.5 percent of the company’s voting power in favor of the deal.
Panera’s stock jumped nearly 13 percent to $309.49 in premarket trading on Wednesday.
Panera Bread, which has more than 2,000 units, reported fourth-quarter same-store sales increases of 3 percent. For the year, sales were up 4.2 percent. The brand has also long been a proponent for a cleaner, better-for-you menu. It stripped all artificial ingredients in January and recently became the first major chain to list the calories and added sugars of its fountain beverages at all locations.
Olivier Goudet, JAB partner and CEO, said in a statement, "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, 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."
Panera Bread also has a sizable presence in retail locations and online, selling packaged food products at more than 12,000 locations—a business that accounted for $175 million in sales in 2016. It also announced that it plans to offer delivery in 35 to 40 percent of all stores by the end of 2017.
Shaich released the following statement: "By any measure, Panera has been one of the most successful restaurant companies in history. What started as one 400-square-foot cookie store in Boston has grown to a system with over 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 percent. Today's transaction is a direct reflection of those efforts, and delivers substantial additional value for our shareholders."
"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. The themes we have bet on - digital, wellness, loyalty, omni-channel, new formats for growth— are shaping the restaurant industry today. Indeed, the power of the plan is evident in our business results. Today, we are pre-releasing Q1 2017 company-owned bakery-cafe comps of 5.3 percent, which is 690 bps better than the Black Box all-industry composite."
"Our success for shareholders is the byproduct of our commitment to long-term decision making and operating in the interest of all stakeholders, including guests, associates, and franchisees. We believe this transaction with JAB offers the best way to continue to operate with this approach. We are pleased to join with JAB, a private investor with an equally long-term perspective, as well as a deep commitment to our strategic plan."
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