ATLANTA & FRISCO, Texas--(BUSINESS WIRE)--Aug. 2, 2018--
Focus Brands Inc. (“FBI”) and Jamba, Inc. (Nasdaq:JMBA) (”Jamba”) today
announced that the companies have entered into a definitive merger
agreement under which FBI will acquire Jamba for $13.00 per share in
cash, in a transaction valued at approximately $200 million.
Statement by Steve DeSutter, Chief Executive Officer of Focus Brands
"Benefiting from an extremely loyal customer base and
strong franchise operators, Jamba Juice is one of the category leaders
in the fast growing smoothie and juice category,” said Steve DeSutter,
CEO of Focus Brands Inc. “We are excited to welcome Jamba Juice with
such an iconic heritage into our family of well-known and highly loved
’fan favorite’ brands.”
Statement by Dave Pace, Chief Executive Officer of Jamba, Inc.
are delighted to have reached this agreement with Focus Brands and are
confident that it will result in a positive outcome for our guests, our
franchisees and our employees,” said Dave Pace, CEO of Jamba, Inc. “Over
the last few years, we have worked hard to strengthen our foundation and
reposition this iconic brand for the future. Partnering with Focus
Brands will allow us to build on this work and further accelerate the
Under the terms of the agreement, a
subsidiary of FBI will commence a tender offer to purchase all of the
outstanding shares of Jamba common stock for $13.00 per share in cash.
The tender offer is subject to customary conditions, including antitrust
clearance and the tender of a majority of the outstanding shares of
Jamba common stock. Following successful completion of the tender offer,
FBI would acquire all remaining shares not tendered in the offer through
a merger at the same price as in the tender offer. The transaction is
expected to close during the third quarter of 2018 and will be funded by
FBI using cash on hand and available borrowing capacity under its
existing credit facilities.
Following the close of the transaction, Jamba will be a privately-held
subsidiary of FBI and will continue to be operated as an independent
Focus Brands is majority owned by affiliates of Roark, an Atlanta based
private equity firm that focuses on investing in franchised and
multi-unit businesses in the restaurant, retail and other consumer
Certain funds advised by Engaged Capital, LLC and Indus Capital
Partners, LLC, which collectively own approximately 27% of the
outstanding shares of Jamba, have entered into agreements to tender
their shares in the tender offer.
North Point Advisors LLC is serving as financial
advisor and DLA Piper LLP is serving as legal counsel to Jamba. Paul,
Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to
About Focus Brands Inc.
Atlanta-based Focus Brands Inc. is a
leading developer of global multi-channel foodservice brands. FBI,
through its affiliate brands, is the franchisor and operator of more
than 5,000 restaurants, cafes, ice cream shoppes and bakeries in the
United States, the District of Columbia, Puerto Rico and over 50 foreign
countries under the brand names Carvel®, Cinnabon®,
Schlotzsky’s®, Moe’s Southwest Grill®, Auntie
Anne’s® and McAlister’s Deli®, as well as
Seattle’s Best Coffee® on certain military bases and in
certain international markets. Please visit www.focusbrands.com
to learn more.
About Jamba, Inc.
Jamba, Inc. (Nasdaq:JMBA) through its
wholly-owned subsidiary, Jamba Juice Company, is a global healthy
lifestyle brand that inspires and simplifies healthful living through
freshly blended whole fruit and vegetable smoothies, bowls, juices,
cold-pressed shots, boosts, snacks, and meal replacements. Jamba's
blends are made with premium ingredients free of artificial flavors and
preservatives so guests can feel their best and blend the most into
life. Jamba Juice® has more than 800 locations worldwide. For more
information, visit www.jambajuice.com.
Roark focuses on investing in franchised and
multi-unit businesses in the retail, restaurant, consumer and business
services sectors. Since inception, affiliates of Roark have invested in
64 franchise/multi-unit brands, which collectively generate $32 billion
in annual system revenues from 32,000 locations in 50 states and 81
countries. For more information, please visit www.roarkcapital.com.
Notice to Investors
The tender offer described in this press
release has not yet commenced. This press release is not a
recommendation, an offer to purchase or a solicitation of an offer to
sell shares of Jamba stock. At the time the tender offer is commenced,
Jay Merger Sub, Inc., a wholly owned subsidiary of FBI (“Merger Sub”),
will file a tender offer statement and related exhibits with the U.S.
Securities and Exchange Commission (the “SEC”) and Jamba will file a
solicitation/recommendation statement with respect to the tender offer.
Investors and stockholders of Jamba are strongly advised to read the
tender offer statement (including the related exhibits) and the
solicitation/recommendation statement, as they may be amended from time
to time, when they become available, because they will contain important
information that stockholders should consider before making any decision
regarding tendering their shares. The tender offer statement (including
the related exhibits) and the solicitation/recommendation statement will
be available at no charge on the SEC’s website at www.sec.gov.
In addition, the tender offer statement and other documents that Merger
Sub files with the SEC will be made available to all stockholders of
Jamba free of charge from the information agent for the tender offer.
The solicitation/recommendation statement and the other documents filed
by Jamba with the SEC will be made available to all stockholders of
Jamba free of charge at www.ir.jambajuice.com.
Cautionary Note Regarding Forward-Looking Statements
forward-looking statements made in this press release, including any
statements as to future results of operations and financial projections,
may constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended.
Forward-looking statements include, among other things, statements about
the potential benefits of the proposed transaction; the prospective
performance and outlook of the surviving company’s business, performance
and opportunities; the ability of the parties to complete the proposed
transaction and the expected timing of completion of the proposed
transaction; as well as any assumptions underlying any of the foregoing.
Forward-looking statements are based on management’s current
expectations, beliefs, estimates, projections and assumptions. As such,
forward-looking statements are not guarantees of future performance and
involve inherent risks and uncertainties that are difficult to predict.
As a result, actual future results and trends may differ materially from
what is forecast in forward-looking statements. The following are some
of the factors that could cause actual future results to differ
materially from those expressed in any forward-looking statements: (i)
uncertainties as to the timing of the tender offer; (ii) the risk that
the proposed transaction may not be completed in a timely manner or at
all; (iii) the possibility that competing offers or acquisition
proposals for Jamba will be made; (iv) uncertainty surrounding how many
of Jamba’s stockholders will tender their shares in the tender offer;
(v) the possibility that any or all of the various conditions to the
consummation of the tender offer may not be satisfied or waived,
including the failure to receive any required regulatory approvals from
any applicable governmental entities; (vi) the possibility that prior to
the completion of the transactions contemplated by the merger agreement,
Jamba’s business may experience significant disruptions due to
transaction-related uncertainty; (vii) the occurrence of any event,
change or other circumstance that could give rise to the termination of
the merger agreement; (viii) the risk that stockholder litigation in
connection with the proposed transaction may result in significant costs
of defense, indemnification and liability; and (ix) other factors as set
forth from time to time in Jamba’s filings with the SEC, including its
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well
as the tender offer statement, solicitation/recommendation statement and
other tender offer documents that will be filed by FBI, Merger Sub and
Jamba, as applicable. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Focus Brands, Merger Sub and Jamba do not undertake any
obligation to update or publicly release any revisions to any
forward-looking statements to reflect events, circumstances or changes
in expectations after the date of this press release.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180802005377/en/
Source: Jamba, Inc.
Lucas Bravo, 404-978-4755
Finance and Treasury
Vice President, Finance and Investor Relations