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JAB Completes Tender Offer For All Outstanding Shares Of Caribou Coffee

1/23/2013 1:32 PM ET

JAB Beech Inc., a part of investment firm Joh. A Benckiser Group, Wednesday announced the successful completion of the tender offer by its subsidiary, Pine Merger Sub Inc. ("Purchaser"), for all of the outstanding shares of common stock of Caribou Coffee Co. Inc. (CBOU: Quote) at a price of $16 per share.

Wells Fargo Shareowner Services, the depositary for the tender offer, has advised JAB that, as on January 22, 2013, the expiration of the tender offer, 13,554,419 shares were validly tendered and not withdrawn in the tender offer, representing approximately 63.9% of Caribou's currently outstanding shares on a fully diluted basis.

JAB has accepted for payment all shares validly tendered and not withdrawn and will promptly pay for such shares.

Purchaser will acquire all of the remaining outstanding shares of Caribou common stock by means of a merger under Minnesota law, which is expected to be completed on January 24, 2013.

In order to accomplish the merger as a "short-form" merger, Purchaser currently intends to exercise its "top-up" option pursuant to the merger agreement, which permits Purchaser to purchase additional shares of common stock of Caribou directly from Caribou for $16 per share.

Following the merger, Caribou will become a wholly-owned subsidiary of JAB, and each share of Caribou's outstanding common stock will be cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, Caribou common stock will cease to be traded on the NASDAQ Global Select Market.

BDT Capital, a Chicago-based merchant bank that provides long-term private capital solutions to closely held companies, is a minority investor in this transaction alongside the Joh. A Benckiser Group.

In addition to BDTCP's capital investment, BDT & Company served as a financial co-advisor to the Joh. A Benckiser Group with Morgan Stanley & Co. LLC. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to the Joh. A Benckiser Group in this transaction.

Moelis & Co LLC is serving as an exclusive financial advisor to Caribou in connection with this transaction and Briggs and Morgan P.A. is acting as Caribou's legal advisor.

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by RTT Staff Writer

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