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2017-04-05 12:41:02
Panera to Be Sold for $7.5 Billion, Including Debt

LONDON — A billionaire European family agreed on Wednesday to add the Panera restaurant chain to its growing empire of American coffee and food favorites for $7.5 billion, including debt.

JAB Holding Company, the investment arm of the Reimanns of Germany, who are heirs to the consumer goods company Joh. A. Benckiser, said the transaction would be carried out through an investment vehicle known as JAB BV.

The deal follows a string of acquisitions by JAB in recent years, including the parent company of Einstein Brothers Bagels, Peet’s Coffee & Tea, Stumptown Coffee Roasters and Caribou Coffee.

In December 2015, JAB acquired Keurig Green Mountain for $13.9 billion. Last year, the company, along with a minority investor, acquired Krispy Kreme, best known for its glazed doughnuts, for $1.35 billion.

Ronald M. Shaich, Panera’s founder and chief executive, said in a statement, “Our success for shareholders is the byproduct of our commitment to long-term decision-making and operating in the interest of all stakeholders, including guests, associates, and franchisees.”

“We believe this transaction with JAB offers the best way to continue to operate with this approach.”

Under the terms of the transaction, JAB BV would pay $315 a share, representing a premium of 30 percent to Panera’s 30-day volume-weighted average stock price as of March 31, the last trading day before media reports that Panera was exploring a potential sale.

JAB BV would also assume about $340 million in net debt.

Shares of Panera surged more than 13 percent in premarket trading.

“We strongly support Panera’s vision for the future, strategic initiatives, culture of innovation, and balanced company versus franchise store mix,” Olivier Goudet, JAB’s chief executive, said in a news release. “We are excited to invest in and work together with the company’s management team and franchisees to continue to lead the industry.”

The transaction is expected to close in the third quarter and is subject to shareholder and regulatory approval.

Following the deal, Panera would be privately held and continue to be operated independently by the company’s management team. Based in St. Louis, Panera operates more than 2,000 outlets in the United States and Canada.

Mr. Shaich and entities affiliated with him have agreed to vote shares representing about 15.5 percent of the company’s voting stock in favor of the transaction.

Morgan Stanley and the law firm Sullivan & Cromwell are advising Panera. JPMorgan Chase and the law firm Skadden, Arps, Slate, Meagher & Flom are advising JAB.