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JAB Completes Acquisition of Panera Bread Company

  1. JAB Holding
  2. LOUIS, MO-July 18, 2017–

Panera Bread Company (“Panera” or the “Company”) (NASDAQ: PNRA) and JAB today announced the successful completion of the acquisition of Panera by an investment vehicle of JAB Consumer Fund and JAB Holding Company.

The acquisition was announced on April 5, 2017, and the transaction closed and became effective today.Under the terms of the transaction, Company shareholders will receive $315 per share in cash for each share they own. As a result of the completion of the acquisition, Panera’s common stock will cease trading as of today on the NASDAQ Global Select Market.

About Panera

Thirty years ago, at a time when quick service meant low quality, Panera set out to challenge this expectation. We believed that food that was good and that you could feel good about, served in a warm and welcoming environment by people who cared, could bring out the best in all of us. To us, that is food as it should be and that is why we exist. So we began with a simple commitment: to bake fresh bread every day in our bakery – cafes. No short cuts, just bakers with simple ingredients and hot ovens. Each night, any unsold bread and baked goods were shared with neighbors in need.

These traditions carry on today, as we have continued to find ways to be an ally to our guests. That means crafting a menu of soups, salads and sandwiches that we are proud to feed our families. Like poultry and pork raised without antibiotics on our salads and sandwiches. A commitment to transparency and options that empower our guests to eat the way they want. Seasonal flavors and whole grains. And a commitment to removing artificial additives (flavors, sweeteners, preservatives and colors from artificial sources) from the food in our bakery – cafes. Why? Because we think that simpler is better and we believe in serving food as it should be. Because when you don’t have to compromise to eat well, all that is left is the joy of eating. We’re also focused on improving quality and convenience. With investments in technology and operations, we now offer new ways to enjoy your Panera favorites — like mobile ordering and Rapid PickUp for to- go orders — all designed to make things easier for our guests.

As of June 27, 2017, there were 2,043 bakery – cafes in 46 states and in Ontario, Canada operating under the Panera Bread(R), Saint Louis Bread Co. (R) or Paradise Bakery & Cafe(R) names. For more information, visit panerabread.com or find us on Twitter (@panerabread), Facebook (facebook.com/panerabread) or Instagram (@panerabread).

About JAB

JAB Holding Company and JAB Consumer Fund invest in companies with premium brands, attractive growth and strong margin dynamics in the Consumer Goods category. Both JAB Holding Company and JAB Consumer Fund are overseen by its three Senior Partners, Peter Harf, Bart Becht (Chairman) and Olivier Goudet (CEO). Together, JAB Holding Company and JAB Consumer Fund have controlling stakes in Keurig Green Mountain, a leader in single – serve coffee and beverage technologies, Jacobs Douwe Egberts (JDE), the largest pure – play FMCG coffee company in the world, Peet’s Coffee & Tea, a premier specialty coffee and tea company, Caribou Coffee Company, a specialty retailer of high-quality premium coffee products, instein Noah Restaurant Group, Inc., a leading company in the quick-casual segment of the restaurant industry, Krispy Kreme Doughnuts, a global specialty retailer and wholesaler of premium – quality sweet treats, and in Espresso House, the largest branded coffee shop chain in Scandinavia.

 

JAB Holding Company is also the largest shareholder in Coty Inc., a global leader in beauty, and owns a controlling stake in luxury goods companies including Jimmy Choo, Bally and Belstaff as well as a minority stake in Reckitt Benckiser PLC, a global leader in health, hygiene and home products. For more information, please visit the company’s website at: http://www.jabholco.com.

Contacts Panera:

Mike Bufano

Senior Vice President & CFO

mike.bufano@panerabread.com

Steve West

Vice President of Investor Relations

steve.west@panerabread.com

 

JAB:

Abernathy MacGregor Group

Tom Johnson/Pat Tucker

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PAI Partners to exit ADB Safegate, a global airport solutions provider

Global alternative asset manager, The Carlyle Group (NASDAQ:CG) today announced it has entered into a definitive agreement to acquire ADB SAFEGATE, a global airport performance solutions provider, from PAI Partners, alongside existing management of the company.

Paris, France – Zaventem, Belgium – Global alternative asset manager, The Carlyle Group (NASDAQ:CG) today announced it has entered into a definitive agreement to acquire ADB Safegate, a global airport performance solutions provider, from PAI Partners, alongside existing management of the company.

The transaction is expected to close in the second half of 2017 subject to customary requirements and regulatory approvals. Equity for the investment will come from Carlyle Europe Partners IV (CEP IV), a European-focused upper-mid market buyout fund. Further financial details of the transaction were not disclosed.

ADB Safegate delivers intelligent solutions that support superior airport performance. The company designs, develops and produces systems, products and solutions for airfield ground lighting, aircraft docking guidance and air traffic control, complemented by a full range of integrated end to end services. The company’s ground-breaking solutions address critical challenges faced by airports globally, including congestion, operational complexity, environment and sustainability performance as well as digital disruption.

Founded in 1920 by Adrien de Backer, the company has a long history of innovation and geographical footprint expansion, organically and through acquisitions. Today, it serves more than 2,500 airports across over 175 countries. ADB Safegate has more than 900 employees, four production facilities in Belgium, Germany, USA and China and a software development centre in Austria. Its footprint is reinforced by a strong global commercial presence including more than 100 agents and distributors and a vast network of dedicated R&D facilities.

Christian Onseleare, CEO, ADB Safegate, said: “We are grateful for PAI’s strong support as ADB Safegate embarked on a journey of transformation towards a pro-active, consultative provider of integrated end to end Airport Performance Solutions. We are delighted and proud to continue this journey with Carlyle as a powerful partner. Together with Carlyle we will grow and further consolidate our position in the aviation industry while keeping the core values that made ADB Safegate successful in the first place: passion, quality, leadership and care.”

Laurent Rivoire, Partner at PAI Partners, commented: “When we acquired ADB in 2013, it was a leading player in airfield ground lighting. Four years later, through organic initiatives and the transformational combination with Safegate, the group has become the global leader in airfield guidance systems, providing airports worldwide with unique end-to-end airfield management solutions. We would like to thank the ADB Safegate management team led by Christian Onselaere for this successful partnership with PAI, and we wish them well in their next development phase.”

Jonathan Zafrani, Managing Director, Carlyle Europe Partners, added: “We are very impressed with ADB Safegate’s longstanding performance and in particular by its growth through strategic acquisitions. We welcome the opportunity to support the ADB Safegate’s management team’s goal to become the global solutions provider of choice for airports around the world. Partnership with Carlyle will enable the company to benefit from our global scale and network and our experience in many of the company’s end markets.”

Citi and Lazard acted as financial advisors and Freshfields Bruckhaus Deringer acted as legal advisor to The Carlyle Group. Credit Suisse and Rothschild acted as financial advisors and Willkie Farr & Gallagher acted as legal advisor to PAI Partners. Callisto and Clairfield acted as financial advisors to the management team.

About PAI Partners

PAI Partners is a leading European private equity firm with offices in Paris, London, Luxembourg, Madrid, Milan, Munich, New York and Stockholm. PAI manages €8.3 billion of dedicated buyout funds. Since 1994, the company has completed 61 transactions in 11 countries, representing c. €41 billion in transaction value. PAI is characterised by its industrial approach to ownership combined with its sector-based organisation. They provide the companies they own with the financial and strategic support required to pursue their development and enhance strategic value creation.

About the Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with $162 billion of assets under management across 287 investment vehicles as of March 31, 2017. Carlyle’s purpose is to invest wisely and create value on behalf of its investors, many of whom are public pensions. Carlyle invests across four segments – Corporate Private Equity, Real Assets, Global Market Strategies and Investment Solutions – in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,550 people in 31 offices across six continents.

About Carlyle Europe Partners

Carlyle Europe Partners seeks to invest in upper and mid-size companies in Europe across a wide range of sectors and industries, accelerate their growth and support their efforts to expand internationally. The current fund is now the fourth in the CEP franchise. The fund is managed by a team of 41 investment professionals across five offices.

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EDF Invest to invest in Q-Park alongside KKR Infrastructure

 EDF Invest
17, July 2017 EDF Invest to invest in Q-Park alongside KKR Infrastructure.
EDF Invest announces that it is investing alongside KKR Infrastructure in the Dutch car-park operator Q-Park NV.
Q-Park is one of Europe’s leading parking services providers, with more than 870,000 parking spaces in over
6,300 secure, clean, and well -managed parking facilities across ten Northwest European countries.
The company employs over 2,100 full-time employees and delivers efficient mobility services to its customers
through the use of increasingly smarter solutions and systems. EDF Invest’s Managing Director, Guillaume d’Engremont said: “Q-Park stands out by the quality of its car parks and the breadth of its portfolio in Europe. We are pleased to join KKR Infrastructure in this acquisition which will ideally complement our core infrastructure portfolio”.
EDF Invest will be involved in the governance with a seat at the Supervisory Board of Q-Park NV.
Closing is expected to occur in the second semester.
About EDF Invest
EDF Invest is the unlisted investment arm of EDF’s Dedicated Assets, the asset portfolio which covers its long-term
nuclear decommissioning commitments in France. EDF Invest manages a portfolio of over €5bn equity investments
through three asset classes: infrastructure, real estate and private equity.
The existing infrastructure portfolio includes stakes in RTE (the French electricity transmission company), Géosel
(an oil storage company based in Manosque), Thyssengas (the third largest gas transport company in Germany),
Aéroports de la Côte d’Azur (the second largest French airport operator, in joint control with Atlantia), TIGF (a gas
transport and storage company operating in the South – West of France), Madrileña Red de Gas (the operator of the
main gas distribution network in the region of Madrid) and Porterbrook (one of the three main rolling stock owning
companies in the UK). It will also be complemented by a stake in Autostrade per l’Italia (which operates 50% of
Italy’s toll motorway network) when the transaction closes in the second semester.

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3i Group PLC completes investment in Formel D

3I

 

3i Group PLC completes investment in Formel D and introduces CITIC Capital as investment partner

3i Group plc (“3i”) today announces that it has completed its investment in Formel D, a global service provider to the automotive and component supply industry. Following the closing, 3i has introduced CITIC Capital China Partners III, L.P., a buyout fund managed by the private equity arm of CITIC Capital Holdings Limited (“CITIC Capital”) as an investment partner. CITIC has invested c€72m in the company and 3i’s investment is c€155m.

On 12 May 2017, 3i signed a definitive agreement to purchase Formel D from Deutsche Beteiligungs AG (DBAG) and DBAG Fund V. This transaction was subject to customary regulatory approvals, all of which have been granted. 3i intended to introduce a strategic partner post-closing with the view to supporting its investment strategy for Formel D. CITIC Capital is a strong partner with a broad network in China, which will help Formel D build its regional operations and further benefit from the anticipated market growth in Asia.

Ulf von Haacke, Partner & Head of Industrial at 3i, said: “We are delighted to welcome CITIC Capital as our investment partner in Formel D. Their insights into the Chinese automotive market will be invaluable as Formel D continues its growth in this market.”

Headquartered in Hong Kong, with offices in Shanghai, Beijing, Shenzhen, Tokyo and New York, CITIC Capital’s private equity arm leverages its extensive resources to help companies realise their full potential in Asia, and has completed over 50 investments over the past years in China, Japan, the US and Australia. The firm currently manages US$4.8 billion of committed capital.

Boon Chew, Senior Managing Director of CITIC Capital, commented: “The investment in Formel D is our first deal in Germany. We are happy to partner with the renowned investor 3i and are looking forward to jointly supporting the successful growth of Formel D. We are committed to adding significant value to the company’s development, in particular by using our expertise and network in Asia.”

Formel D has a strong track record and has outperformed the market over the last 10 years. Growing at an average of 17% p.a., Formel D differentiates itself through its global scale, premium customer relationships and comprehensive service offering: it is the only player offering quality services along the entire automotive value chain. 3i and CITIC Capital plan to support Formel D’s international growth by rolling out its existing services to clients in other geographies, expanding its client base in Asia, and increasing its higher “value add” services such as vehicle test specification and virtual testing.

Dr. Juergen Laakmann and Dr. Holger Jené, Managing Directors of Formel D, added: “We are excited to work with 3i and CITIC Capital. Formel D’s international success story has just begun and we feel the combination of 3i and CITIC Capital is an exceptional one to further drive the next phase of our growth.”

Baird served as financial advisor and Willkie Farr & Gallagher LLP served as legal counsel to 3i. Harris Williams & Co. served as financial advisor and Shearman & Sterling LLP served as legal counsel to CITIC Capital.

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3i announces sale of Mémora

3i announces sale of Mémora generating proceeds of £117 million

3i Group plc (“3i”), and funds managed by 3i, today announce the sale of Mémora, the leading Iberian funeral services company, to Ontario Teachers’ Pension Plan (“Ontario Teachers’”), Canada’s largest single-profession pension plan. Proceeds to 3i will be £117m. This compares to a valuation of £86m at 31 March 2017.

Mémora was founded in 2001 and is headquartered in Barcelona. It is the leading funeral services player in the Iberian market, with a total of 115 parlours, 24 crematoriums, 13 cemeteries and 91 retail outlets in the Iberian Peninsula. It has a leading position in Barcelona as well as in other regional markets in Spain and Portugal, and a strong foothold across its remaining markets. It offers a range of funeral services such as ceremonies, documentation support and dedicated family consultants.

3i invested in Mémora in 2008. Since then, the company has expanded through both acquisitions and organic growth. In 2011, Mémora increased its shareholding in Serveis Funeraris de Barcelona to 85%, thereby consolidating its leadership position in the region. In addition, multiple acquisitions have been completed across Spain and Portugal, including Agnus Dei in 2015. Early on, 3i supported the implementation of a comprehensive Corporate Governance programme, focused on developing the overall strategy. 3i also introduced Juan Jesús Domingo as CEO and Richard Golding, initially as Non-Executive Director and then as Chairman, to the Board.

Pablo Echart, Director at 3i Spain, commented:

“During our investment period, Mémora has cemented its leading market position in the provision of funeral services in Spain and Portugal. With 3i’s support, Mémora’s management team has built a differentiated robust business model to capture the growth potential in this market. I would like to thank CEO Juan Jesús Domingo and his team for their commitment, and I wish them well in the future”.

Juan Jesús Domingo, CEO of Mémora, added:

“3i has been an extremely supportive partner to Mémora. It has helped us to develop our commercial platform, including the design and launch of the Electium service, and to improve our customer-centric, high quality delivery model. We look forward to working with our new investor to further accelerate Mémora‘s growth.”

Jo Taylor, Senior Managing Director, International, of Ontario Teachers’, commented:

“Mémora presents a unique opportunity to invest in a sector we have extensive experience in and fits our investment mandate perfectly. By partnering with the market leader, we will build on Mémora’s strong business foundations, and grow its geographical footprint, while supporting the delivery of a best in class customer relations model. We look forward to working with management and the broader team on this exciting new chapter.”

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Cromology amends its banking terms, with the approval of nearly all of its lenders.

Wendel

 

Cromology amends its banking terms

Wendel is pleased to announce that Cromology, one of Europe’s leaders in decorative paints, has executed a bank amendment approved by nearly all of its lenders.

Cromology has amended the terms and conditions of its bank loans with a covenant reset. In so doing it has increased its financial flexibility and taken the steps necessary to pursue its plans for growth and development. As part of the transaction, Cromology has also increased drawdown capacity under its lines of credit by a total of €20 million. The cost of Cromology’s debt will remain the same.

This transaction will make a positive contribution to long-term value creation at Cromology, which is majority-owned (87.3%) by Wendel.

 

 

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Partners Group to provide over 1,700 residential apartments in Greater Stockholm, Sweden

Partners Group, the global private markets investment manager, has agreed on behalf of its clients to develop over 1,700 residential apartments in the Greater Stockholm area in a joint venture with SSM, a leading Stockholm-based residential developer. The total value of the completed properties is expected to be in excess of EUR 700 million.

The project comprises three separate residential developments, Tellus Towers, Järla Station and Metronomen, all located within a 15-minute train ride from central Stockholm. The developments seek to provide small, but fully-functional residential units at an affordable price. Tellus Towers will be the largest of the three projects and will include two high-rise residential towers, a hotel, retail space and a preschool over a total floor area of 57,000 square meters. At 78 stories, the taller of the two towers is expected to be among the highest residential buildings in Northern Europe. Completion of the three developments is anticipated between 2019 and 2021.

Stuart Keith, Vice President, Private Real Estate Europe, Partners Group, states: “Stockholm is one of Europe’s fastest growing cities in terms of population growth. However, housing supply has not kept up with demand and there is a substantial shortfall of residential units across the city. With this project, we are catering to a fundamental market need and look forward to adding a substantial amount of efficient, modern and affordable housing to the city’s real estate market.”

Mike Bryant, Managing Director, Co-Head Private Real Estate, Partners Group, adds: “In Europe, the residential segment continues to be one of our key focus areas for investment, supported by demographic shifts and continued urbanization. To address rising population densities and higher rents and land prices, cities like London, Frankfurt, Berlin and Stockholm are moving towards the adoption of smaller, more efficient forms of housing. This development project fits squarely within this trend.”

 

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Ratos AB: Daniel Spasic leaves his position as CEO of TFS

Ratos

Ratos AB: Daniel Spasic leaves his position as CEO of TFS

Daniel Spasic has chosen to leave his position as CEO of Ratos’s subsidiary TFS, an international Contract Research Organisation (CRO), which conducts clinical trials for pharmaceutical, biotechnology and medtech companies. James Utterback has been appointed acting CEO until a permanent CEO has been recruited.

In recent years, TFS has focused on therapeutic expertise, internationalisation, organisation and service offerings. Daniel Spasic, founder of TFS and the company’s CEO since 1996, has been an important contributor to this strategic focus. Daniel has now chosen to leave the company and James Utterback, an advisor to the Board of Directors of TFS with extensive experience in the pharmaceuticals industry, has been appointed acting CEO as of 14 August. The recruitment process to find a permanent replacement has begun.

 

“As the founder of TFS and for his 20 years as CEO, Daniel has applied his industry expertise to successfully build and develop TFS into an international clinical contract research company. Under Daniel’s leadership, TFS has positioned itself as a company with a focus on small and medium life science customers. Now, at a natural point in time, when TFS is taking the next step on its growth journey, with a clear set of goals and a well-defined strategy, Daniel has chosen to leave his position as CEO of the company,” says Mikael Norlander, Senior Investment Director at Ratos and company executive for TFS. 

 

Daniel will remain as a key owner of TFS, with 40% of the shares.

 

Ratos became a part-owner of TFS in 2015. On behalf of its customers, the company now conducts clinical trials in more than 40 countries and works with a broad international customer base of leading research companies. The company has approximately 750 employees and professional fee revenues for the rolling 12 months at 31 March 2017 amounted to EUR 60.6m and EBITA was
EUR 6.5m.

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Constantia Flexibles sells its Labels business to Multi-Color for an enterprise value of €1.15 billion

Wendel

Wendel welcomes today’s announcement by Constantia Flexibles, one of the world’s leaders in flexible packaging, that it has signed an agreement to sell its Labels business to Multi-Color Corporation, for an enterprise value of approximatley €1.15 billion(1.3 billion USD). Subject to customary regulatory approvals, the sale transaction is expected to be finalized in the fourth quarter of 2017. The majority of the transaction is payable in cash, while Constantia Flexibles will hold a 16.6 % equity holding in Multi-Color, thereby becoming its largest shareholder.

This value-creating transaction will give Constantia Flexibles additional resources to bolster its growth strategy in the flexible packaging market, where it is a leader in segments such as confectionery foils, die-cut lidding, alu-container systems and pharmafoil. Moreover, in becoming the largest shareholder of a company bringing together Constantia’s and Multi-Color’s labels businesses, Constantia Flexibles will retain an exposure to the growth of this market.

Frédéric Lemoine, Chairman of Wendel’s Executive Board and Chairman of the Supervisory Board of Constantia Flexibles, said, “I am very pleased with this excellent transaction, which will give Constantia Flexibles additional resources to pursue its growth and development in flexible packaging in the coming years.

Since 2015, Wendel has supported Constantia Flexibles in its international growth and development. During this time, Constantia has, in particular, acquired five companies in Europe and emerging markets. Today’s strategic transaction will enable Constantia Flexibles to focus on flexible packaging and step up its investments in innovation and growth through further value-creating acquisitions that will give it exposure to new markets and new initiatives that will generate organic growth.”

Alexander Baumgartner, CEO of Constantia Flexibles, said, “Following a detailed strategy review, we decided that our top-performing Labels division would be better suited with another partner, which will support its ongoing growth story. At the same time, Constantia Flexibles will participate in the future success story of Multi-Color as its largest shareholder. Constantia Flexibles will use proceeds from the transaction to deleverage its balance sheet and enable further acquisitions in the dynamic and consolidating flexible packaging industry. We will also focus on innovative products and services, as well as new technologies to strengthen our existing Food and Pharma divisions.”

Constantia Labels is a global supplier of labels to the beverage, food and home & personal care industries (HPC). The Labels division achieved sales of €605 million in 2016, compared with Constantia Flexibles’ total sales of €2.1 billion in the same year.

Established in 1916, Multi-Color is one of the largest label companies in the world, serving some of the most prominent brands in the following market segments: healthcare, HPC, food & beverage, consumer durables and wine & spirits. Following completion of the transaction, Multi-Color is expected to achieve pro forma sales of ca. 1.6 billion USD and EBITDA of ca. 300 Million USD.

This transaction will make a positive contribution to long-termvalue creation at Constantia Flexibles, which is 60.5% owned by Wendel, its majority shareholder.

 

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CapMan Nordic Real Estate exits mixed residential & retail properties in Copenhagen

CapMan Nordic Real Estate fund has sold eleven properties along Amagerbrogade, a well-known high street in Copenhagen, to a Swedish residential property company Akelius. CapMan acquired the properties in 2013 and 2014.

The properties comprise lettable space of 15,022 sqm, of which 70 % is residential and 30 % retail. The properties were the second investment of the CapMan Nordic Real Estate fund.

“We are very pleased to complete another successful exit from our Nordic Fund. We have executed the business plan of upgrading the properties; reducing the retail vacancy, and increasing the Net Operating Income by 140 % over a 4-year period,” comments Torsten Bjerregaard, Managing Partner at CapMan Real Estate.

The transaction was done in co-operation with Keystone Investment Management and with legal advice from Plesner. RED was the broker on the transaction.

CapMan Nordic Real Estate fund acquires mainly office, retail and residential properties located in established submarkets of major Nordic cities. The fund was established in 2013 with €273 million of equity. This exit is the 9th the fund has completed.

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