Panera Bread Co. and JAB announced April 5 that the companies have entered into a definitive merger agreement under which JAB will acquire Panera for $315 per share in cash in a transaction valued at approximately $7.5 billion, including the assumption of roughly $340 million of net debt.
The agreement, which has been unanimously approved by Panera’s board of directors, represents a premium of approximately 30% to 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 transaction -- and a premium of approximately 20% to 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. What started as one 400 sq. ft. cookie store in Boston (Mass.) has grown to a system with over 2,000 units, approximately $5 billion in sales and over 100,000 associates,” Panera founder, chairman and chief executive officer Ron Shaich said. “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 over 8,000%. Today’s transaction is a direct reflection of those efforts and delivers substantial additional value for our shareholders.”
Shaich said the company’s success for shareholders is the byproduct of its 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. We are pleased to join with JAB, a private investor with an equally long-term perspective, as well as a deep commitment to our strategic plan,” he said.
JAB partner and CEO Olivier Goudet said, “We have long admired Ron and the incredible success story he has created at Panera. 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.
Shaich has entered into a voting agreement whereby he and entities affiliated with him have agreed to vote shares representing approximately 15.5% of Panera’s voting power in favor of the transaction. Following the close of the transaction, Panera will be privately held and will continue to be operated independently by the company’s management team.