JAB Holding Co. agreed to buy Panera Bread Co. (Nasdaq: PNRA) for about $7.5 billion, adding a fast-growing U.S. bakery chain to a food empire that spans coffee, bagels and doughnuts.
The planned purchase by JAB, an investment vehicle of Austria’s billionaire Reimann family, steps up its challenge to Nestle SA and Starbucks Corp. (Nasdaq: SBUX) in the coffee-shop business, giving it greater access to the lunch and dinner crowd. In addition to sandwiches and salads, Panera offers drinks like iced caramel lattes and agave lemonade.
Panera investors will receive $315 per share in cash, the companies said in a statement. That’s 20 percent higher than the closing price on March 31, the last trading day before Bloomberg reported Panera was considering a sale after receiving interest.
“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,” Panera founder Ron Shaich said in the statement.
The agreement, which includes assumption of $340 million in debt, values Panera at 19 times earnings before interest, taxes, depreciation and amortization, compared with nine times Ebitda for comparable deals, according to data compiled by Bloomberg.
Panera adds another U.S. brand to JAB’s growing caffeine roster, which includes Stumptown Coffee Roasters, Keurig Green Mountain, Krispy Kreme Doughnuts and Peet’s Coffee & Tea. JAB has expanded its coffee business rapidly after an initial 2012 purchase of a stake in Amsterdam-based D.E Master Blenders 1753 NV, the maker of Senseo and Douwe Egberts brands.
In the U.S., JAB has developed a portfolio of co-branded restaurants called Coffee & Bagels, offering Caribou java and Einstein Bros. bagels. JAB also controls cosmetics maker Coty Inc., which this week announced an agreement to license Burberry Group Plc’s beauty brands.
Starbucks was the first company to express takeover interest for Panera, two people familiar with the situation have told Bloomberg. The bakery chain, which operates more than 2,000 cafes across the U.S. and Canada, has grown steadily in recent years from a single store in Boston, becoming one of the largest operators in the fast casual segment.
In the fiscal first quarter, comparable net bakery-cafe sales increased 5.3 percent from a year earlier, Panera said in pre-announcing results on Wednesday. Over the past 20 years its shares have multiplied their value by 90.
The purchase is expected to close in the third quarter, subject to shareholder and regulatory approvals, the companies said. Shaich and entities affiliated with him have agreed to vote shares representing a 15.5% stake in favor, they added. Panera was advised by Morgan Stanley (NYSE: MS) and law firm Sullivan & Cromwell.
Restaurant chains have been receiving strong buyer interest from both strategic and private equity buyers. Darden Restaurants Inc. (NYSE: DRI) agreed to acquire Cheddar’s Scratch Kitchen; Golden Gate Capital agreed to buy Bob Evans Restaurants from Bob Evans Farms Inc. (Nasdaq: BOBE); and Oak Hill Capital Partners has agreed to purchase Checkers Drive-In Restaurants Inc.