Keurig Dr Pepper Proposes €31.85 Cash Offer for JDE Peet's

Keurig Dr Pepper and JDE Peet's announced that Kodiak BidCo is making a recommended public cash offer for all issued and outstanding ordinary shares in the capital of JDE Peet's at an offer price of EUR 31.85 in cash per share, and that the offer memorandum has been published. JDE Peet's will also pay a previously declared dividend of EUR 0.36 in cash per share on January 23, which will not reduce the offer price. After the acquisition, KDP plans to separate into two independent, U.S.-listed publicly traded companies. The offer memorandum is approved by the Dutch Authority for the Financial Markets. The board of directors of JDE Peet's fully supports and unanimously recommends the offer to all shareholders for acceptance. Acorn Holdings and all members of the board of JDE Peet's, together representing approximately 69% of the issued and outstanding shares of JDE Peet's, have irrevocably undertaken to tender their shares under the offer. The offer is subject to a minimum acceptance threshold of 95% of the shares. This level is lowered to 80% if the JDE Peet's shareholders, at the extraordinary general meeting of the shareholders to be held on March 2, vote in favor of certain post-closing restructuring measures. If the offeror obtains 95% or more of the Shares, it will initiate statutory Buy-Out Proceedings and may elect to implement the Post-Closing Demerger. If the offeror obtains between 80% and 95% of the shares, it intends to implement the post-closing merger to acquire full ownership of the JDE Peet's business. These transactions, and in particular the post-closing merger, can have tax implications for shareholders, as described in the offer memorandum. The offeror may only implement the post-closing merger or post-closing demerger if approved at JDE Peet's extraordinary general meeting of the shareholders, to be held on March 2. All competition clearances that are conditions to the offer have been obtained. Positive advice has been obtained from the Dutch Works Council of JDE Peet's and the European Works Council has satisfactorily been informed of the transaction in accordance with the European works council agreement. Closing of the offer is expected early in the second quarter of 2026, subject to the satisfaction or waiver of the closing conditions. The offeror is making the offer on the terms and subject to the conditions contained in the offer memorandum. Further details on the offeror, the offer, including details on acceptance, settlement, the post-closing restructuring measures and the intended delisting of JDE Peet's from Euronext Amsterdam are set forth therein.