Minneapolis-based Caribou Coffee announced a definitive merger agreement under which an affiliate of Joh. A. Benckiser Group (JAB), Ludwigshafen, Germany, will acquire Caribou Coffee for $16 per share in cash, or a total of approximately $340 million. The agreement, which was unanimously approved by Caribou Coffee’s independent directors, represents a premium of approximately 30 percent over Caribou Coffee’s closing stock price Dec. 14, the last trading day prior to the announcement of the transaction.
At the close of the transaction, Caribou Coffee will continue to be operated as an independent company with its own brand, management team and growth strategy.
“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 JAB, in a statement. “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.”
Caribou Coffee President and Chief Executive Officer Michael Tattersfield also expressed optimism for the new partnership, saying in a statement: “We anticipate the next chapter in Caribou’s journey will be filled with tremendous opportunities to grow this great brand, with new ownership.”
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 Coffee's common stock at a price of $16 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 tender offer.
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.