Keurig Dr Pepper (KDP), Burlington Mass., and Frisco, Texas, and JDE Peet's, Amsterdam, announced they have entered into a definitive agreement under which KDP will acquire JDE Peet's in an all-cash transaction. 

This deal will create a global coffee company through the complementary combination of KDP's Keurig with JDE Peet's worldwide portfolio of coffee brands, the companies note. After the acquisition closes, KDP plans to separate into two independent, U.S.-listed publicly traded companies, creating a scaled growth challenger in North America's refreshment beverages market (Beverage Co.) and the a pure-play coffee company (Global Coffee Co.), it says.

Under the terms of the transaction, KDP will pay JDE Peet's shareholders €31.85 per share in cash, a 33% premium to JDE Peet's 90-day volume-weighted average stock price, representing a total equity consideration of €15.7 billion. JDE Peet's also will pay a previously declared dividend of €0.36 per share prior to closing, with no reduction to the offer price.

The strategic rationale is a transformational next step in KDP's shareholder value creation journey, according to the company. A singular opportunity to establish a global coffee leader by combining KDP's next-generation coffee innovations and single-serve leadership with JDE Peet's nearly 300-year legacy, global reach and top-tier portfolio of brands, it notes. 

Acquisition of JDE Peet's is expected to deliver the following synergies and generate significant value for KDP shareholders including:

•    Planned separation, via a tax-free spin-off of Global Coffee Co., will position Beverage Co. and Global Coffee Co. to win in their respective markets by leveraging operating models optimized to unique category dynamics.

•    Creates two strategically focused, scaled beverage companies with differentiated shareholder value propositions, featuring distinct growth and capital allocation frameworks designed to deliver sustained and compelling long-term value.

The acquisition of JDE Peet's will significantly enhance KDP's coffee positioning, creating a strong and diversified global portfolio, the company says. It will also unlock incremental operating and financial benefits, including approximately $400 million in anticipated cost synergies to be realized over three years and EPS accretion expected to start in year one of the combination, it adds.

Upon separation, Global Coffee Co., with approximately $16 billion in combined annual net sales, will be the world's largest pure-play coffee company, according to the company. With reach across more than 100 countries, including 40 in which the company holds the No. 1 or No. 2 market position by sales, Global Coffee Co. will offer a portfolio to devliers across all coffee segments, channels and price points, the company says. 

Coffee is one of the most consumed beverages globally, representing a $400 billion category with rapid growth in emerging markets, and Global Coffee Co. will lead the next generation of coffee innovation worldwide, it notes. With the ability to rapidly scale winning ideas, strong profitability, and robust cash generation, Global Coffee Co. will be well positioned to deliver attractive, predictable growth, enhanced by steady cash returns, the company says.

Beverage Co., with more than $11 billion in annual net sales, will be a scaled challenger in the $300 billion North American refreshment beverage market, according to the company. With a portfolio of iconic and emerging brands, a differentiated and expanding direct-store-delivery (DSD) system, and a proven, capital-efficient growth model, Beverage Co. will benefit from multiple drivers to continue to win in its vast and fragmented industry and support a dynamic approach to capital allocation and enhance optionality, it says.

“Today's announcement marks a transformational moment in the beverage industry, as we build on KDP's disruptive legacy by creating two winning companies, including a new global coffee champion,” said Tim Cofer, CEO of  KDP, in a statement. “Through the complementary combination of Keurig and JDE Peet's, we are seizing an exceptional opportunity to create a global coffee giant. This is the right time for this transaction, with KDP in a position of operational and financial strength, momentum across our evolved portfolio, and increasing coffee category resilience. By creating two sharply focused beverage companies with attractive and tailored growth propositions and capital allocation strategies, we are poised to generate significant shareholder value in both the near and long term.”

Rafa Oliveira, CEO of JDE Peet's, added: “We are excited to join forces with Keurig to chart the future of global coffee by leveraging our combined portfolio of the world's most beloved coffee brands. This highly complementary transaction will deliver an attractive premium for our shareholders and will create compelling future growth opportunities for our employees, customers and other stakeholders. We are incredibly proud of the formidable global platform that we have built at JDE Peet's and, together with Keurig, we are looking forward to powering a new era of coffee innovation and leadership, building on JDE Peet's recently announced ‘Reignite the Amazing’ strategy.”

Both Global Coffee Co. and Beverage Co. will be positioned to deliver attractive returns to their unique investor bases through distinct financial profiles, with tailored growth and capital allocation frameworks, and optimized operating models calibrated to core categories and geographies, the company says, including Global Coffee Co.: Pure-Play, it notes.

Global Coffee Co.'s expansive coffee portfolio includes $1 billion-plus revenue brands from Keurig, Jacobs, L'OR and Peet's. Global Coffee Co. will benefit from:

•    Complementary geographic footprint across developed and emerging markets: Joining together JDE Peet's global reach with KDP's single-serve coffee leadership in North America, the world's largest coffee market.

•    Portfolio across all coffee segments, channels and price points: Focused strategy and diversified product mix position the platform for enhanced organic growth and resilience.

•    Global manufacturing footprint of 40-plus facilities and local route-to-market expertise: Ability to rapidly scale next-generation coffee innovation across more brands and markets by leveraging a sophisticated supply chain, breadth of talent and local market experience.

•    Attractive, reliable growth model: Steady and resilient revenue growth driven by focused execution and innovation, plus strong margins with upside potential, including approximately $400 million in expected cost synergies. Together with robust cash flow generation, Global Coffee Co. will be set up for strong and consistent EPS growth and shareholder returns, including a compelling dividend, the company says.

Moreover, KDP has significantly evolved its refreshment portfolio and positioned it for fast growth, with a consumer-obsessed approach and leading innovation driving multi-year share gains, the company says, as an independent company, Beverage Co. will benefit from:

•    Iconic mega-brands and rapid expansion into high-growth categories: A flavored carbonated soft drink portfolio led by powerhouse $5 billion-plus brand Dr Pepper and $1 billion-plus brand Canada Dry, iconic favorites like 7UP and A&W, and more than $3 billion in high-growth categories like energy and functional beverages. Plus, leading positions in Mexico, including Peñafiel, the country's No. 1 mineral water, and in Canada, across carbonated soft drinks and fast-growing ready-to-drink alcohol and low- and no-alcohol alternatives.

•    Proven build, buy, partner model, propelled by preferred partner credentials: A capital-efficient model and track record of successful partnerships with founders enables Beverage Co.'s portfolio to evolve in response to changing consumer preferences.

•    A robust DSD platform with opportunities to expand: Momentum to be supported by Beverage Co.'s critical DSD assets in the United States and Mexico, with continued future scaling opportunities.

•    Industry-leading revenue growth and strong margins: Strong free cash flow and capital-efficient growth model to support dynamic capital allocation, including investing in organic and inorganic growth, a competitive dividend and other opportunistic cash returns to shareholders.

Upon completion of the acquisition of JDE Peet's and until the intended separation is complete, the combined company will be led by KDP's management team, including Cofer and Chief Financial Officer Sudhanshu Priyadarshi.

Upon completion of the separation, Cofer will become CEO of Beverage Co. and Priyadarshi will become CEO of Global Coffee Co. Rafa Oliveira will continue to serve as CEO of JDE Peet's until the closing of the acquisition. Additional members of leadership and Boards of Directors for both companies will be announced at a later date.

The global headquarters for Global Coffee Co. will be located in Burlington, Mass., and its international headquarters will be in Amsterdam, the Netherlands. Beverage Co. will be headquartered in Frisco, Texas.

Under the terms of the agreement, KDP will commence an all-cash tender offer to purchase all outstanding ordinary shares of JDE Peet's. The tender offer values 100% of the ordinary shares of JDE Peet's at approximately €15.7 billion. An affiliate of JAB Holdings, Acorn Holdings B.V. (“Acorna”), and certain of JDE Peet's directors and officers have entered into agreements pursuant to which they have committed to tender their shares and vote in favor of the acquisition. 

As of Aug. 22, these parties, in aggregate, held 69% of the voting power of JDE Peet's stock.

The transaction will be funded through a combination of new senior unsecured and junior subordinated debt and cash on hand. KDP expects to remain investment grade-rated, and Beverage Co. and Global Coffee Co. also will be committed to investment grade credit profiles upon separation, it says.

The commencement of the tender offer and the closing of the acquisition of JDE Peet's, which was unanimously approved by JDE Peet's Board of Directors, are expected to occur in the first half of 2026, subject to the satisfaction or waiver of customary pre-offer conditions and closing conditions as described in Annex A.

Additional details concerning the JDE Peet's Board of Directors' recommendation, the fairness opinion delivered to the JDE Peet's Board of Directors, the non-financial covenants, the routes to acquiring 100% of the JDE Peet's shares, the exclusivity provisions and procedures for a competing offer and termination are provided in Annex B to this press release, it notes.

The subsequent planned separation is expected to occur as soon as practicable following the close of the acquisition. The separation transaction is expected to be affected through a tax-free spin-off of Global Coffee Co. and is subject to final approval by KDP's Board of Directors and other customary conditions, including the receipt of opinions from tax advisors.