September 01, 2025 | Consumer Discretionary | Europe | Active
On 25-Aug-25, US soft drinks giant Keurig Dr Pepper (“KDP”) signed a definitive agreement to acquire European coffee company JDE Peet’s, as part of a wider plan to split the pro forma group into two US-listed entities: Beverage Co (soft drinks) and Global Coffee Co (coffee). The first transaction, executed as an all-cash tender offer under Dutch law, involves KDP offering €31.85 per share to JDE Peet’s shareholders. Target shareholders will, in addition, receive a €0.36 dividend prior to offer completion. The cash consideration represents a 20% one-day takeover premium and a 33% premium to JDE Peet’s 90-day VWAP. JDE Peet’s board unanimously approves the offer and KDP will finance it through €15.7bn of unsecured and subordinated debt, plus its cash on hand. Certain “commencement conditions” must be satisfied or waived before launching the acceptance period, including (i) no material breaches by either party, (ii) compliance with the Dutch Works Council Act consultation procedure and the European works council notification procedure, (iii) approval of the offer memorandum by the AFM, (v) no change in the JDE Peet’s board recommendation, (vi) irrevocable undertakings being in effect, (vii) the absence of any competing offer, and (viii) no MAC, among other conditions. The parties agree to “take all actions necessary and reasonable” to satisfy the commencement conditions, and if not waived, they must continue to be satisfied through completion. Once launched, the tender offer will be conditional on attaining “offer conditions”, and these additionally include (a) a 95% minimum acceptance condition, which can be reduced to 80% if shareholders approve post-closing restructuring resolutions at JDE Peet’s EGM, (b) competition clearance, including HSR and other antitrust approvals, and (c) JDE Peet’s EGM resolution approved and “being in full force and effect”. The companies have not specified foreign regulatory jurisdictions, but ...
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