Keurig Dr Pepper Announces Results of Post-Closing Acceptance Period for Offer for JDE Peet's
97.75% of all Shares tendered
This is a joint press release by Keurig Dr Pepper Inc., Kodiak BidCo B.V. and JDE Peet's N.V. pursuant to the provisions of Section 17, paragraph 4 of the Dutch Decree on public takeover bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the recommended public cash offer by Kodiak BidCo B.V. (the "Offeror") for all issued and outstanding ordinary shares in the capital of JDE Peet's N.V. (such offer, the "Offer", such shares, the "Shares" and each holder of such Shares, a "Shareholder"). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in JDE Peet's N.V. The Offer is being made only by means of the offer memorandum dated
With reference to the Offer Memorandum, Shareholders who accepted the Offer during the Post-Closing Acceptance Period shall receive the Offer Price for each Tendered Share that is transferred for acceptance pursuant to the Offer during the Post-Closing Acceptance Period, under the terms and conditions of the Offer and subject to its restrictions. Settlement of the Shares tendered during the Post-Closing Acceptance Period shall occur and payment of the Offer Price for each such Share shall be made on
As a result of the acquisition of more than 95% of the Shares by the Offeror, the Offeror will initiate statutory Buy-Out Proceedings in accordance with Section 5.13.2 (Buy-Out Proceedings) of the Offer Memorandum, and will implement the Post-Closing Demerger in accordance with Section 5.13.4 (Post-Closing Demerger) of the Offer Memorandum. As previously announced it has been decided, in consultation with Euronext, that the last day of trading of the Shares will be on
Announcements
Any announcements contemplated by the Offer Memorandum will be made by press release. Any press release issued by the Offeror will be made available on KDP's website. Any press release issued by JDE Peet's will be made available on JDE Peet's website.
Offer Memorandum; Position Statement
Digital copies of the Offer Memorandum are available on the websites of JDE Peet's and KDP. Digital copies of the Position Statement are available on JDE Peet's website. Copies of the Offer Memorandum will be made available, upon request, free of charge at the offices of JDE Peet's. The websites of JDE Peet's and KDP do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum and the Position Statement.
About Keurig Dr Pepper
Keurig Dr Pepper (Nasdaq: KDP) is a leading beverage company with more than 150 owned, licensed and partner brands that meet a wide range of needs and occasions. Our North American refreshment beverage business holds leadership positions across carbonated soft drinks, water, juice and mixers with a portfolio of iconic brands such as Dr Pepper®, Canada Dry®, Mott's®, A&W®, Peñafiel®, GHOST®, 7UP®, Snapple®, Clamato® and Core Hydration®. Our global coffee business spans more than 100 markets and includes the leading Keurig® single serve brewing system in the
For more information: | |
KDP Media | H/Advisors |
Katie Gilroy | |
Keurig Dr Pepper | |
T: 781-418-3345 / [email protected] | T: 212-371-5999 / [email protected] |
KDP Investors | |
Keurig Dr Pepper | |
T: 888-340-5287 / [email protected] | |
JDE Peet's Media | FGS Global |
Moustapha Echahbouni | |
+31 6 2154 2369 | |
+31 6 2139 1762 | |
JDE Peet's Investors | |
+31 6 1594 4569 | |
Notice to Shareholders of JDE Peet's in
The tender offer is being made for the ordinary shares of JDE Peet's, a public limited liability company incorporated under the laws of
The tender offer is being made in
The receipt of cash pursuant to the tender offer by a
It may be difficult for
To the extent permissible under applicable law or regulation, including Rule 14e-5 of the Exchange Act, in accordance with normal Dutch practice, JDE Peet's and its affiliates or broker (acting as agents for JDE Peet's or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the tender offer, directly or indirectly purchase, or arrange to purchase, ordinary shares of JDE Peet's that are the subject of the tender offer or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In no event will any such purchases be made for a price per share that is greater than the tender offer price. To the extent information about such purchases or arrangements to purchase is made public in
Neither the SEC nor any
Restrictions
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, JDE Peet's and KDP disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither KDP nor JDE Peet's, nor any of their advisors, assumes any responsibility for any violation of any of these restrictions. Any JDE Peet's shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.
The information in the press release is not intended to be complete; for further information, reference is made to the Offer Memorandum. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. The Offer is not made, and the Shares will not be accepted for purchase from, or on behalf of, any shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum.
Forward Looking Statements
Certain statements in this press release may be considered "forward-looking statements," such as statements relating to the impact of this transaction on KDP, JDE Peet's, and the combined business, the contemplated spin-off, future financial targets and results, and expected cost savings and synergies. Forward-looking statements include those preceded by, followed by or that include the words "anticipate," "expect," "believe," "could," "continue," "ongoing," "estimate," "intend," "may," "plan," "potential," "project," "should," "target," "will," "would" and similar words. These forward-looking statements speak only as of the date of this release.
Although KDP and JDE Peet's believe that the assumptions upon which their respective forward-looking statements are based are reasonable, they can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, (i) risks relating to the completion of the spin-off in the anticipated timeframe or at all; (ii) risks relating to the ability to realize the anticipated benefits of the proposed acquisition and subsequent spin-off; (iii) risks relating to the possibility of regulatory action; (iv) risks relating to significant costs related to the proposed transactions; (v) the expected financial and operating performance and future opportunities following the acquisition and subsequent spin-off; (vi) disruption from the acquisition and subsequent spin-off making it more difficult to maintain business and operational relationships; (vii) diverting KDP's and JDE Peet's respective management from business operations; (viii) risks relating to potential litigation that arises as a result of the proposed transactions; and (ix) risks and uncertainties discussed in KDP's and JDE Peet's press releases and public filings.
Neither KDP nor JDE Peet's, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of KDP and JDE Peet's expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law.
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SOURCE Keurig Dr Pepper

