ST. LOUIS — Panera Bread Company and Luxembourg–based JAB Holdings have entered into a definitive merger agreement which will see JAB acquire Panera for $315 per share in cash, in a transaction valued at approximately $7.5 billion, including the assumption of approximately $340 million of net debt.
The agreement, which has been unanimously approved by Panera’s board of directors, represents a premium of approximately 30 per cent to the 30-day volume-weighted average stock price as of March 31, 2017.
“What started as one 400 sq. ft. cookie store in Boston has grown to a system with more than 2,000 units, approximately $5 billion in sales and more than 100,000 associates,” says Ron Shaich, founder, chairman and CEO of Panera. “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 20 years — up more than 8,000 per cent. Today’s transaction is a direct reflection of those efforts, and delivers substantial additional value for our shareholders.”
“We have long admired Ron and the incredible success story he has created at Panera,” says Olivier Goudet, JAB partner and CEO. “I have great respect for the strong business that he, together with his management team, its franchisees and its associates, has built. We strongly support Panera’s vision for the future, strategic initiatives, culture of innovation and balanced company versus franchise store mix. 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 not subject to a financing condition and is expected to close during the third quarter of 2017, subject to the approval of Panera shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.
