Panera Brands will pursue a traditional IPO
with Mr. Meyer and USHG Acquisition Corp. as key partners
Mr. Meyer to become Lead Independent Director
of Panera Brands Board
Panera Brands, which includes the iconic fast casual and
hospitality brand Panera Bread as well as Caribou Coffee and
Einstein Bros. Bagels, and USHG Acquisition Corp. (NYSE:HUGS)
(“HUGS”), a company sponsored by an affiliate of Union Square
Hospitality Group, LLC, one of the world’s leading hospitality
businesses, announced today that they have signed an agreement
through which HUGS will become a cornerstone partner with Panera
Brands (the “Transaction”). Danny Meyer will also invest directly
in Panera Brands at the time of the previously announced Panera
Brands IPO and become Lead Independent Director of Panera Brands’
board following completion of the IPO.
The closing of the Transaction will take place following the
completion of the Panera Brands IPO, which will be undertaken via a
customary IPO process, and approval of HUGS shareholders. Pursuant
to the Transaction, HUGS shareholders will become direct
shareholders in Panera Brands, alongside current and future
shareholders of Panera Brands after the Panera Brands IPO. JAB,
which is Panera Brands’ primary shareholder, subject to completion
of the Panera Brands IPO, has agreed to make a dollar-for-dollar
investment in shares of Panera common stock in an amount equal to
the amount of any redemptions of HUGS shares.
Danny Meyer, Chairman of HUGS and founder of Union Square
Hospitality Group said, “Under CEO Niren Chaudhary’s leadership,
Panera Brands embodies values consistent with HUGS and our
Enlightened Hospitality roots, demonstrating that shareholder
success is dependent on and driven by an employee-first stakeholder
culture. Importantly, Panera Brands meets our investment criteria
to combine with a purpose-driven business that is scalable and
built for the long-term; a market leader whose greatest strength is
its talent and heart; a company where people love to work and with
which customers, suppliers and partners love doing business. We are
excited to partner with Panera Brands alongside JAB.”
Niren Chaudhary, Chief Executive Officer of Panera Brands,
stated, “We’ve long admired Danny’s work as he built some of
today’s most beloved brands with a relentless focus on hospitality
and culture. The values of Panera Brands, which are based on a
belief that we can be force multipliers for good, creating a
positive impact on our communities and the planet, are values
shared with Union Square Hospitality Group. We look forward to
partnering to capitalize on the global growth opportunity for our
brands.”
David Bell, Senior Partner at JAB said, “We are excited to have
Danny Meyer and HUGS as key partners with Panera Brands and for
Danny to join Niren and the team as an active participant in its
long-term success alongside Panera Brands shareholders. This
transaction unites two of the world’s leading hospitality
organizations to work together on a successful transaction.”
Adam Sokoloff, Chief Executive Officer of HUGS, said, “We went
public with a focus on finding a category-leading business that
embraces ‘Enlightened Hospitality’, including attracting and
retaining the best talent by putting employees first, creating deep
and emotional connections with customers and community, and being
mindful of all stakeholders. We believe we found the ideal fit in
Panera Brands.”
Transaction
Panera Brands and HUGS entered into a definitive agreement in
connection with the Transaction pursuant to which a newly formed
wholly owned subsidiary of Panera Brands will merge with and into
HUGS. As a result of the merger:
- Each issued and outstanding share of HUGS’s Class A and Class B
common stock will be exchanged for a number of shares of Panera
Brands’ common stock at an exchange ratio of $10.00 divided by the
public offering price per share in the Panera Brands IPO.
- Each issued and outstanding warrant of HUGS will be assumed by
Panera Brands and will become a warrant with respect to Panera
Brands common stock, with the number of shares of Panera Brands
common stock underlying each warrant adjusted based on the public
offering price per share in the Panera Brands IPO in accordance
with the terms of the Transaction.
- HUGS will become a wholly owned subsidiary of Panera Brands and
Panera Brands will succeed to all of the cash of HUGS, net of
closing costs and HUGS shareholder redemptions (which redemptions
will be offset, dollar-for-dollar, subject to completion of the
Panera Brands IPO, by an investment in shares of Panera Brands
common stock by JAB at the public offering price per share in the
Panera Brands IPO, as described above).
Closing of the Transaction is subject to completion of the
Panera Brands IPO, the requisite HUGS shareholder approval and the
satisfaction of other customary conditions.
Advisors
J.P. Morgan is acting as financial advisor to Panera Brands on
the transaction and Skadden, Arps, State, Meagher & Flom LLP is
acting as legal advisor. McDermott, Will & Emory LLP is
providing tax advice to Panera Brands. Piper Sandler & Co. is
acting as financial advisor to HUGS on the transaction and Latham
& Watkins LLP is acting as legal advisor.
About Panera Brands
Panera Brands is one of the world’s largest fast casual
restaurant companies, with nearly 4,000 locations and 110,000
employees across 10 countries. A portfolio of complementary brands
bound by common values and shared growth opportunities, Panera
Brands is comprised of Panera Bread®, Caribou Coffee® and Einstein
Bros.® Bagels. Panera Brands companies are independently operated
and underpinned by industry leading technology, loyalty,
craveability, and high-quality ingredients. Panera Brands companies
are united in their mission to be force multipliers for good for
their guests, communities, the planet, and the shareholders they
serve.
Panera Bread is a pioneer and market leader in fast casual, with
leadership in the quality of its clean, transparent, sustainable
ingredients, and in omnichannel access, digital convenience (45% of
sales are e-commerce) and engagement (45.4 MM MyPanera loyalty
members). As of June 30, 2021, there were 2,120 Panera Bread
bakery-cafes in 48 states and in Ontario, Canada, operating under
the Panera Bread® or Saint Louis Bread Co.® names. Caribou Coffee
provides high-quality handcrafted beverages and food options, with
713 stores in 10 countries. Einstein Bros. Bagels, consisting of
Einstein Bros.® Bagels, Bruegger's Bagels®, Noah's New York Bagels®
and Manhattan Bagel® is a market leader in bagels and bagel
sandwiches operating more than 1,000 company-owned and licensed
units across the US.
About USHG Acquisition Corp.
USHG Acquisition Corp. (NYSE: HUGS) (“USHGAC”), is a special
purpose acquisition company sponsored by an affiliate of Union
Square Hospitality Group, LLC and formed for the purpose of
entering into a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination
with one or more businesses or entities. USHGAC was created with
the explicit goal of investing in a purpose-driven business on the
path to becoming a public company, one that puts its own employees
first, subsequently benefiting all its stakeholders in a virtuous
cycle of Enlightened Hospitality—in successive order: employees,
customers, community, suppliers, and investors. USHGAC has
contributed a meaningful number of USHGAC founder shares to
longtime partner Share Our Strength, whose No Kid Hungry program is
doing vital work to end childhood hunger in America.
About Union Square Hospitality Group
Union Square Hospitality Group (USHG) has created some of New
York’s most beloved restaurants, cafes, and bars, which offer
outstanding food delivered with its signature warmth and
hospitality. Founded by CEO Danny Meyer with the opening of Union
Square Cafe in 1985, and later, other restaurants including
Gramercy Tavern, The Modern, and Daily Provisions, the company
extends its innovative approach to hospitality beyond the walls of
its eateries. USHG offers operational and hospitality consulting
via Hospitality Quotient, runs a multifaceted catering and events
business, Union Square Events, and created a growth fund,
Enlightened Hospitality Investments (EHI). USHG also created Shake
Shack, now a separate public company (NYSE: SHAK). USHG has long
supported its communities through hunger relief and civic
organizations. USHG holds an unprecedented 28 James Beard Awards
and has earned numerous accolades for its distinctive style of
hospitality.
About JAB Holding Company
JAB Holding Company invests in consumer-focused industries with
attractive long-term dynamics, including strong growth prospects,
attractive margin and cash flow characteristics, and proven
resiliency. Together with JAB Consumer Partners, JAB Holding
Company is the largest shareholder of Keurig Dr Pepper, a leader in
the North American beverage market, and has controlling stakes in
JDE Peet’s, the largest pure-play fast-moving consumer goods coffee
company in the world; NVA, one of the world’s largest animal care
services platforms; Independence Pet Holdings, a leading provider
of pet insurance; Krispy Kreme Doughnut, a global leader in
doughnuts and other premium-quality sweet treats; Panera Brands,
one of the world’s largest fast casual restaurant companies, which
includes Panera Bread, Caribou Coffee and Einstein Bagels; Pret A
Manger, a leading company in the ready-to-eat food market; Espresso
House, the largest branded coffee shop chain in Scandinavia. JAB
Holding Company is also the largest shareholder in Coty Inc., a
global leader in beauty, and owns luxury goods company Bally.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
HUGS and Panera Brands. Panera Brands intends to file a
registration statement on Form S-4 that will include a proxy
statement of HUGS and a prospectus of Panera Brands. The proxy
statement/prospectus will be sent to all HUGS stockholders. HUGS
and Panera Brands also will file other documents regarding the
proposed transaction with the SEC. Before making any voting
decision, investors, and security holders of HUGS are urged to read
the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by HUGS through
the website maintained by the SEC at www.sec.gov. In addition, the
documents filed by HUGS may be obtained free of charge from HUGS’s
website at www.ushgac.com or by written request to HUGS at USHG
Acquisition Corp., 853 Broadway, 17th Floor, New York, New York
10010.
Participants in Solicitation
HUGS and Panera Brands and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from HUGS’s stockholders in connection with the proposed
transaction. Information about HUGS’s directors and executive
officers and their ownership of HUGS’s securities is set forth in
HUGS’s filings with the SEC, including HUGS’s initial public
offering prospectus, which was filed with the SEC on February 25,
2021. To the extent that holdings of HUGS’s securities have changed
since the amounts printed in HUGS’s initial public offering
prospectus, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between HUGS and Panera Brands, including
statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the anticipated timing of
the Panera Brands IPO, and the offerings of Panera Brands and the
markets in which it operates. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of HUGS’s securities, (ii) the
risk that a Panera Brands IPO may not be completed and that the
Transaction may not be completed, in each case, by HUGS’s business
combination deadline or at all, and the potential failure to obtain
an extension of the business combination deadline if sought by
HUGS, (iii) the failure to satisfy the conditions to the
consummation of the Transaction, including the failure to complete
the Panera Brands IPO, the adoption of the Transaction agreement
and the Transaction by the stockholders of HUGS and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the
proposed Transaction, (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Transaction or the Transaction agreement, (vi) the effect of the
announcement or pendency of the transaction on Panera Brands’
business relationships, performance, and business generally and on
its ability to consummate and IPO, (vii) risks that the proposed
Transaction disrupts current plans of Panera Brands and potential
difficulties in Panera Brands employee retention as a result of the
proposed transaction, (viii) the outcome of any legal proceedings
that may be instituted against HUGS or Panera Brands related to the
Transaction agreement or the proposed transaction, (ix) the ability
to maintain the listing of HUGS’s securities on the NYSE, (x) the
price of HUGS’s securities may be volatile due to a variety of
factors, including changes in the competitive and highly regulated
industries in which Panera Brands operates, variations in
performance across competitors, changes in laws and regulations
affecting Panera Brands’ business and changes in the combined
capital structure, and (xi) the ability to implement business
plans, forecasts, and other expectations after the completion of
the proposed transaction, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the “Risk Factors” section of HUGS’s
Registration Statement on Form S-1, the registration statement on
Form S-4 and proxy statement/prospectus described above and other
documents filed by HUGS from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and HUGS and Panera Brands assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither HUGS nor Panera Brands gives any assurance that
either HUGS or Panera Brands will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211109005693/en/
USHG Acquisition Corp. Media Relations Jetty-Jane Connor
jconnor@ushg.com
Panera Brands Media Relations Sara Burnett
Sara.burnett@panerabread.com
JAB Holding Company Media Relations Tom Johnson
tbj@abmac.com
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