UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement | ||
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Definitive Proxy Statement | ||
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KEURIG GREEN MOUNTAIN, INC. | |||
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On December 6, 2015, Keurig Green Mountain, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Acorn Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands, Maple Holdings Acquisition Corp., a Delaware corporation, JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands, and the Company.
This Schedule 14A filing consists of the following Customer Letter, dated December 7, 2015, by Brian Kelley, President and Chief Executive Officer of the Company, relating to the execution and delivery of the Merger Agreement.
33 Coffee Lane, Waterbury, VT 05676
T + 800 545 2326
KeurigGreenMountain.com
December 7, 2015
Dear Valued Customer,
I am excited to inform you that, this morning, Keurig Green Mountain and JAB Holding Company (“JAB”) today announced that the companies have entered into a definitive agreement under which a JAB-led investor group will acquire Keurig Green Mountain for $92 per share in cash, or a total equity value of approximately $13.9 billion.
I wanted to reach out to you directly to explain the rationale behind the transaction, and give you a sense of what you can expect in the months ahead.
Let me clearly say upfront that the Keurig Green Mountain you have come to know is not changing. If anything, we are positioning the company to become even more valuable to you in the months and years ahead. While Keurig Green Mountain would be privately owned at the close of this transaction, our culture, core values and commitment to innovation will remain with the full support of JAB. Keurig Green Mountain’s management team will continue to lead the company. We are excited to continue working together just as we have in the past.
JAB, which will become majority owner of Keurig Green Mountain when this transaction closes, is a privately held group focused on long-term investments in companies with premium brands, attractive growth and strong margin dynamics in the consumer goods category. You are probably familiar with a number of its other coffee investments such as Peet’s Coffee & Tea, Caribou Coffee and Einstein Noah. JAB does not directly operate the businesses it owns or invests in. Instead, each business is operated independently by its respective management team.
As a private company, we will be better positioned to invest in our business and the opportunities ahead of us. This transaction will only increase the value we can bring to our customers. It also protects our ability to invest in critical social responsibility issues such as building a resilient supply chain and sourcing sustainable products. With JAB, we have a powerful partner to support our commitment to creating innovative beverage solutions with premium brands.
The transaction is expected to close during the first calendar quarter of 2016, subject to customary closing conditions, including receipt of shareholder and regulatory approvals. Looking ahead, you can anticipate the same level of excellent service that you have come to expect from Keurig Green Mountain. Please do not hesitate to contact your day-to-day Keurig Green Mountain representative with any questions you may have.
We truly appreciate your business and loyalty, and look forward to continuing to work with you in the years ahead.
Thank you,
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/s/ Brian Kelley |
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Brian Kelley |
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President & CEO |
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Keurig Green Mountain |
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Additional Information Regarding the Transaction and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of Keurig Green Mountain, Inc. (the “Company”) or the solicitation of any vote or approval. This communication is being made in respect of the proposed merger transaction involving the Company, Acorn Holdings B.V., Maple Holdings Acquisition Corp. and JAB Holdings B.V. The proposed merger of the Company will be submitted to the stockholders of the Company for their consideration. In connection therewith, the Company intends to file relevant materials with the SEC, including a definitive proxy statement. However, such documents are not currently available. The definitive proxy statement will be mailed to the stockholders of the Company. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at www.KeurigGreenMountain.com under the heading “SEC Filings” within the “Financial Information” section in the “Investors” portion of the Company’s website. Stockholders of the Company may also obtain a free copy of the definitive proxy statement and any filings with the SEC that are incorporated by reference in the definitive proxy statement by contacting the Company’s Investor Relations Department at (646) 762-8095.
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on December 12, 2014, its annual report on Form 10-K for the fiscal year ended September 26, 2015, which was filed with the SEC on November 19, 2015, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the stockholders of the Company and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the preliminary and definitive proxy statements and other relevant materials to be filed with the SEC when they become available.