Caribou Enters into Merger Agreement to be Acquired by Joh. A. Benckiser for
$16.00 Per Share in Cash
Transaction Valued at Approximately $340 Million
MINNEAPOLIS -- December 17, 2012
Caribou Coffee Company, Inc. (NASDAQ: CBOU), the second-largest company-owned
premium coffeehouse operator in the United States based on the number of
coffeehouses, and the Joh. A. Benckiser Group (JAB) announced a definitive
merger agreement under which an affiliate of JAB will acquire Caribou for
$16.00 per share in cash, or a total of approximately $340 million. The
agreement, which has been unanimously approved by Caribou’s independent
directors, represents a premium of approximately 30 percent over Caribou’s
closing stock price on December 14, 2012, the last trading day prior to the
announcement of the transaction.
At the close of the transaction, Caribou will continue to be operated as an
independent company with its own brand, management team and growth strategy.
Caribou will remain based in Minneapolis, Minnesota.
“Caribou Coffee is a great company, with dedicated people, world-class
customer service, exceptionally high quality coffeehouse beverages and food
and a state-of-the-art roasting facility. The employees of Caribou should feel
very proud of all they’ve been able to accomplish over the years, and I look
forward to continued success in Caribou’s future,” said Gary Graves,
Non-Executive Chairman of Caribou.
“We anticipate the next chapter in Caribou’s journey will be filled with
tremendous opportunities to grow this great brand, with new ownership,” said
Michael Tattersfield, President and Chief Executive Officer of Caribou.
“Caribou has a fantastic brand and unique culture, and fits perfectly with
JAB’s investment philosophy of investing in premium and unique brands in
attractive growth categories like coffee,” said Bart Becht, Chairman of Joh.
A. Benckiser Group. “JAB is committed to investing in Caribou as a standalone
business out of Minneapolis to ensure the Company continues its current highly
successful track record.”
Under the terms of the merger agreement, an affiliate of JAB will promptly
commence a tender offer to acquire all of the outstanding shares of Caribou's
common stock at a price of $16.00 per share in cash. Following successful
completion of the tender offer, JAB will acquire all remaining shares not
tendered in the offer through a second-step merger at the same price as in the
The consummation of the tender offer is subject to various conditions,
including a minimum tender of at least a majority of outstanding Caribou
shares on a fully diluted basis, the expiration or termination of the waiting
periods under applicable competition laws, and other customary conditions. The
tender offer is not subject to a financing condition.
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. In addition to BDTCP’s capital investment, BDT
& Company served as a financial co-advisor to JAB with Morgan Stanley & Co.
LLC. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to
JAB in this transaction. Moelis & Co LLC is serving as exclusive financial
advisor to Caribou in connection with this transaction and Briggs and Morgan
P.A. is acting as Caribou’s legal advisor.
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 Joh. A. Benckiser
Joh. A. Benckiser and affiliated companies is a privately held group 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. JAB 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
Additional Information and Where to Find It
The tender offer described in this document has not yet commenced. This
announcement is neither an offer to purchase nor a solicitation of an offer to
sell shares of Caribou. At the time the offer is commenced, an affiliate of
JAB will file a Tender Offer Statement on Schedule TO with the U.S. Securities
and Exchange Commission, and Caribou will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer. Caribou 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 Caribou at no expense to them. The Tender Offer Statement and
the Solicitation/Recommendation Statement will be made available for free at
the Commission’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, Caribou files
annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any
reports, statements or other information filed by Caribou at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
room. Caribou's filings with the Commission are also available to the public
from commercial document-retrieval services and at the website maintained by
the Commission at www.sec.gov.
Ruder Finn, Inc.
Blythe Posner, 212-593-6306
Abernathy MacGregor Group
Tom Johnson, 212-371-5999
Chuck Burgess, 212-371-5999
For BDT Capital Partners:
Jennifer Dunne, 312-660-7314
Raphael Gross, 203-682-8253
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