Keurig Dr Pepper to acquire JDE Peet’s for EUR 31.85 per share in cash

Keurig Dr Pepper (KDP) and JDE Peet’s announced they have entered into a definitive agreement under which KDP will acquire JDE Peet’s in an all-cash transaction. This deal will combine KDP’s Keurig with JDE Peet’s portfolio of coffee brands. After the acquisition closes, KDP plans to separate into two independent, U.S.-listed publicly traded companies, creating a scaled growth challenger in North America’s refreshment beverages market and a pure-play coffee company. Under the terms of the transaction, KDP will pay JDE Peet’s shareholders EUR 31.85 per share in cash, a 33% premium to JDE Peet’s 90-day volume-weighted average stock price, representing a total equity consideration of EUR 15.7B. JDE Peet’s will also pay a previously declared dividend of EUR 0.36 per share prior to closing, with no reduction to the offer price. The acquisition of JDE Peet’s will unlock incremental operating and financial benefits, including approximately $400M in anticipated cost synergies to be realized over three years and EPS accretion expected to start in year one of the combination. Upon separation, Global Coffee will have approximately $16B in combined annual net sales. Beverage Co. will have more than $11B in annual net sales. Upon completion of the acquisition of JDE Peet’s and until the intended separation is complete, the combined company will be led by KDP’s management team, including CEO Tim Cofer and CFO Sudhanshu Priyadarshi. Upon completion of the separation, Cofer will become CEO of Beverage Co. and Priyadarshi will become CEO of Global Coffee Co. Rafa Oliveira will continue to serve as CEO of JDE Peet’s until the closing of the acquisition. Additional members of leadership and boards of directors for both companies will be announced at a later date. The global headquarters for Global Coffee Co. will be located in Burlington, Massachusetts, and its international headquarters will be in Amsterdam, the Netherlands. Beverage Co. will be headquartered in Frisco, Texas. Under the terms of the agreement, KDP will commence an all-cash tender offer to purchase all outstanding ordinary shares of JDE Peet’s. The tender offer values 100% of the ordinary shares of JDE Peet’s at approximately EUR 15.7B. An affiliate of JAB Holdings, Acorn Holdings B.V. and certain of JDE Peet’s directors and officers have entered into agreements pursuant to which they have committed to tender their shares and vote in favor of the acquisition. As of August 22, these parties, in aggregate, held 69% of the voting power of JDE Peet’s stock. The transaction will be funded through a combination of new senior unsecured and junior subordinated debt and cash on hand. KDP expects to remain investment grade-rated, and Beverage Co. and Global Coffee Co. will also be committed to investment grade credit profiles upon separation. The commencement of the tender offer and the closing of the acquisition of JDE Peet’s, which was unanimously approved by JDE Peet’s board of directors, are expected to occur in the first half of 2026, subject to the satisfaction or waiver of customary pre-offer conditions and closing conditions as described in Annex A. Additional details concerning the JDE Peet’s board of directors’ recommendation, the fairness opinion delivered to the JDE Peet’s board of directors, the non-financial covenants, the routes to acquiring 100% of the JDE Peet’s shares, the exclusivity provisions and procedures for a competing offer and termination are provided in Annex B to this press release. The subsequent planned separation is expected to occur as soon as practicable following the close of the acquisition. The separation transaction is expected to be effected through a tax-free spin-off of Global Coffee Co. and is subject to final approval by KDP’s Board of Directors and other customary conditions, including the receipt of opinions from tax advisors.