During what the company referred to as a “special meeting” on Tuesday, Panera Bread’s stockholders overwhelmingly approved the brand’s previously announced merger agreement with JAB Holdings.
As detailed earlier in April, and subject to the terms and conditions of the merger agreement at the effective time of the merger, each share of Panera common stock will be cancelled and converted into the right to receive $315 in cash.
This measures out to roughly $7.5 billion, making it the second largest acquisition in the history of the restaurant industry, trailing only Tim Hortons August 2014 sale to 3G Capital Partners LP, Burger King Worldwide Inc. for $12.64 billion.
The $315 share price is a 20.3 percent premium to the stock’s closing price on March 31, the last trading day before media reports of the potential deal surfaced. It was also a 30 percent premium to Panera’s 30-day average stock price and was reported to include $340 million in net debt.
The transaction remains subject to certain closing conditions and is expected to close in July. Following the close of the transaction, Panera will be privately held and continue to be operated independently by the company’s management team, including CEO and founder Ron Shaich.
Luxembourg-based JAB Holding owns Krispy Kreme, Caribou Coffee, Keurig Green Mountain, Peet’s Coffee & Tea, and has controlling stakes in Coty and Jimmy Choo, among other companies.
Panera has more than 2,000 units and reported first-quarter revenues of $727.6 million. System-wide comparable net bakery-café sales rose 2.6 percent in the quarter and Panera’s bottom line increased from $37.83 million in last year’s first quarter to $41.33 million.
Panera also recently released its first Responsibility Report in two years, outlining its accomplishments, including achieving 100 percent clean food by removing artificial preservatives, sweeteners, flavors and colors from artificial sources from the U.S. food menu and Panera at Home consumer packaged products. Read more about it here.