Germany’s Reimann family-controlled JAB Holding Co. agreed to acquire St. Louis, Mo.-based Panera Bread Co. (NASDAQ: PNRA) for $315 per share in cash, in a deal valued at $7.5 billion, including the assumption of $340 million of debt.
Panera is an American chain of bakery-café fast casual restaurants in the United States and Canada with over 2,000 bakery-cafes in 46 states and in Ontario, Canada operating under the Panera Bread, Saint Louis Bread Co. or Paradise Bakery & Cafe brands. St. Louis Bread was founded by Ken Rosenthal in 1987. In 1993, Au Bon Pain Co. purchased the St. Louis Bread Company. In 1997, Au Bon Pain changed the company name to Panera. In 1999, Au Bon Pain Co. sold its other chains, including Au Bon Pain, which is now owned by Compass Group North America.
The deal, which has been unanimously approved by Panera’s Board of Directors, represents a 30% premium over the 30-day volume-weighted average stock price as of March 31, 2017, the last trading day prior to news reports speculating about a potential buyout, and a premium of 20% over Panera’s all-time high closing stock price as of that same date.
“By any measure, Panera has been one of the most successful restaurant companies in history,” said Ron Shaich, Founder, Chairman and CEO of Panera. “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 twenty years – up over 8,000%.”
“We strongly support Panera’s vision for the future, strategic initiatives, culture of innovation, and balanced company versus franchise store mix,” said JAB Partner and CEO Olivier Goudet. “We are excited to invest in and work together with the company’s management team and franchisees to continue to lead the industry.”
At closing, Panera will be privately held and continue to be operated independently by the company’s management team.
The deal is not subject to a financing condition and is expected to close during the third quarter of 2017, subject to approval by Panera shareholders, regulatory approvals and customary closing conditions.
Morgan Stanley & Co. LLC is serving as financial advisor to Panera in connection with this transaction and Sullivan & Cromwell, LLP is serving as legal counsel.
JAB, headquartered in Luxembourg, is 95% owned by four of Germany’s Albert Reimann, Jr.’s nine adopted children. Each inherited 11.1% on his death in 1984, but in the following years, five sold their stakes to the other four, Matthias Reimann-Andersen, Renate Reimann-Haas, Stefan Reimann-Andersen and Wolfgang Reimann, each of whom is now worth $3.8 billion, according to Forbes. The Reimann family’s wealth dates back to the German chemical company Benckiser, which was started in 1823. It moved into consumer goods in the 50s. The family took the company public in 1997, and merged with the British consumer goods company Reckitt and Colman two years later.
JAB Holding Company and JAB Consumer Fund invest in companies with premium brands, attractive growth and strong margin dynamics in the Consumer Goods category. Both JAB Holding Company and JAB Consumer Fund are overseen by its three Senior Partners, Peter Harf, Bart Becht (Chairman) and Olivier Goudet (CEO).
Together, JAB Holding Company and JAB Consumer Fund have controlling stakes in Keurig Green Mountain, a leader in single-serve coffee and beverage technologies, Jacobs Douwe Egberts (JDE), the largest pure-play FMCG coffee company in the world, Peet’s Coffee & Tea, a premier specialty coffee and tea company, Caribou Coffee Company, a specialty retailer of high-quality premium coffee products, Einstein Noah Restaurant Group, Inc., a leading company in the quick-casual segment of the restaurant industry, Krispy Kreme Doughnuts, a global specialty retailer and wholesaler of premium-quality sweet treats, and in Espresso House, the largest branded coffee shop chain in Scandinavia.
JAB Holding Company is also the largest shareholder in Coty Inc., a global leader in beauty, and owns a controlling stake in luxury goods companies including Jimmy Choo, Bally and Belstaff as well as a minority stake in Reckitt Benckiser PLC, a global leader in health, hygiene and home products