Green Mountain Coffee Roasters to Acquire Diedrich Coffee

December 8, 2009
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Diedrich Coffee Inc., Irvine, Calif., today announced that it has entered into a merger agreement with Green Mountain Coffee Roasters Inc. (GMCR), Waterbury, Vt. GMCR will acquire all of the outstanding shares of Diedrich Coffee for $35 in cash per share, for a total value of approximately $290 million.
 
In turn, Diedrich Coffee terminated a merger agreement with Peet's Coffee & Tea Inc., Emeryville, Calif. Diedrich Coffee’s board of directors had previously determined and announced that the GMCR $35 per share, all-cash offer was superior to the terms of the merger agreement with Peet's, as amended by the revised proposal received from Peet's on Nov. 30. Peet’s revised proposal expired on Dec. 1, and the company announced yesterday that it would not enhance its bid for Diedrich Coffee. Accordingly, Diedrich Coffee terminated the Peet's merger agreement, and GMCR paid on behalf of Diedrich Coffee to Peet's an $8.5 million termination fee.
 
Diedrich Coffee markets three brands of specialty coffees — Diedrich Coffee, Coffee People and Gloria Jean's Coffees — through office coffee service distributors, restaurants, specialty retailers and the company's online stores. Diedrich Coffee also is under license to produce K-Cups for GMCR’s Keurig business unit, which manufactures and sells Keurig gourmet single-cup brewing systems.
 
Lawrence J. Blanford, GMCR’s president and chief executive officer, said in a statement: “We are delighted to have entered into a definitive merger agreement with Diedrich and look forward to realizing the substantial benefits of this transaction. This combination further advances our objective of becoming a leader in the highly fragmented and competitive coffee and coffee maker businesses and provides significant growth opportunities for GMCR stakeholders.
 
“In particular, adding Diedrich’s three strong brand platforms, which are highly complementary to GMCR’s brands, as well as its manufacturing and distribution facilities in California will, upon completion of this transaction, enable us to more effectively reach consumers across North America and do so with an enhanced array of coffee choices.”
 
Paul C. Heeschen, chairman of the board of Diedrich Coffee, said in a statement: “We are pleased to have reached this agreement with GMCR. This transaction maximizes value for our shareholders and is expected to bring new opportunities for both our employees and brands to grow as part of a stronger business platform. We want to express our appreciation to our employees. Their hard work and dedication has been instrumental in building this great company. We look forward to working with GMCR to ensure a smooth transition and complete the transaction as expeditiously as possible.”
 
The transaction is subject to customary closing conditions, including, among others, regulatory approvals. GMCR expects the transaction to close in early 2010.

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