Kevin Warnock

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Peet’s Coffee & Tea, Inc. (NASDAQ: PEET) to be aquired for approximately USD $1,000,000,000

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I just learned that Peet’s Coffee & Tea is to be acquired for about a billion US dollars.

Wow!

I feel a modest connection to this news because I used to date a barista that worked at the 3419 California Street branch of Peet’s Coffee in San Francisco.

I have lost touch with Muire Dougherty, but this news that Peet’s will soon be acquired for a cool billion dollars made me think of her, and the positive influence that she had on my life.

Cooley LLP does legal work for Peet’s Coffee.

I used to work at Cooley while I was dating Dougherty. I don’t know if Cooley represented Peet’s back then or not.

I learned about this pending acquisition from Cooley’s Facebook status update. The update was brief, so I don’t know if Cooley advised Peet’s on this transaction, but knowing what I know of Cooley, they likely did.

Here’s the Peet’s press release, for posterity:

Peet’s Coffee & Tea, Inc. to Be Acquired by Joh. A. Benckiser for $73.50 Per Share in Cash

Peet’s to Become Private in a Transaction Valued at $1 Billion

EMERYVILLE, Calif.–(BUSINESS WIRE)– Peet’s Coffee & Tea, Inc. (NASDAQ: PEET) and Joh. A. Benckiser (“JAB”) today announced that they have entered into a definitive agreement under which JAB will acquire Peet’s for $73.50 per share in cash, or a total of approximately $1 billion. The agreement, which has been unanimously approved by the Peet’s Board of Directors, represents a premium of approximately 29% over Peet’s closing stock price on July 20, 2012.

At the close of the transaction, Peet’s will be privately owned and will continue to be operated by the company’s current management team and employees. Peet’s Coffee & Tea, founded in Berkeley, CA in 1966 by Alfred Peet, will remain based in the San Francisco Bay Area, with its home office in Emeryville and its LEED® (Leadership in Energy and Environmental Design) Gold Certified roast-to-order facility in Alameda.

“We are very excited about this next chapter in Peet’s rich history,” said Patrick O’Dea, President and CEO of Peet’s. “Over many years we’ve demonstrated an unyielding commitment to craft coffees and teas of uncompromised quality. This commitment is what has distinguished the Peet’s brand among all others and will continue to guide us as we go forward.”

Jean-Michel Valette, Chairman of the Board of Peet’s, added, “In my experience it is rare to find a company and a brand as special as Peet’s. We are pleased that JAB recognizes this and that Peet’s existing shareholders will be rewarded with significant value.”

“At JAB, we are committed to owning and investing in companies with strong, premier-quality brands and great people whose values we share,” said Bart Becht, Chairman of JAB. “Peet’s is just such a company and we look forward to preserving the company’s culture and core values, while supporting management’s vision for future growth.”

In addition to JAB, BDT Capital, a Chicago-based merchant bank that provides long-term private capital and advice to closely held companies, is participating in this transaction as an advisor and minority investor.

The transaction, which is structured as a one-step merger with Peet’s as the surviving corporation, is not subject to a financing condition and is expected to close in approximately three months, subject to customary closing conditions, including receipt of shareholder and regulatory approvals. The transaction requires the affirmative vote of holders of a majority of the company’s outstanding shares, which will be sought at a special meeting of shareholders.

Citigroup is serving as exclusive financial advisor to Peet’s in connection with this transaction and has delivered a fairness opinion to the Board of Directors of Peet’s. Cooley LLP is acting as Peet’s legal advisor. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to JAB in this transaction. Morgan Stanley & Co. LLC and BDT & Company are serving as financial advisors to JAB.

In light of today’s announcement, Peet’s will not be holding a conference call to discuss its second quarter fiscal 2012 results.

About Peet’s

Peet’s Coffee & Tea, Inc. (NASDAQ: PEET) is the premier specialty coffee and tea company in the United States. The company was founded in 1966 in Berkeley, Calif. by Alfred Peet. Peet was an early tea authority who later became widely recognized as the grandfather of specialty coffee in the U.S. Today, Peet’s Coffee & Tea offers superior quality coffees and teas in multiple forms, by sourcing the best quality coffee beans and tea leaves in the world, adhering to strict high-quality and taste standards, and controlling product quality through its unique direct store delivery selling and merchandising system. Peet’s is committed to strategically growing its business through many channels while maintaining the extraordinary quality of its coffees and teas. For more information about Peet’s Coffee & Tea, Inc., visit www.peets.com.

About Joh. A. Benckiser

Joh. A. Benckiser is a privately held group focused on long term investments in premium brands in the broader consumer goods category. The group’s portfolio includes a majority stake in Coty Inc., a global leader in beauty, a minority stake in Reckitt Benckiser Group PLC, a global leader in health, hygiene and home products, and a minority investment in D.E Master Blenders 1753. The group also owns Labelux, a luxury goods company with brands such as Jimmy Choo, Bally and Belstaff. The assets of the group are overseen by three senior partners: Peter Harf, Bart Becht and Olivier Goudet.

About BDT Capital Partners

BDT Capital Partners provides family-owned and entrepreneurially led companies with long-term capital, solutions-based advice and access to an extensive network of world-class family businesses. Based in Chicago, BDT Capital Partners is a merchant bank structured to provide advice and capital that address the unique needs of closely held businesses. The firm has a $3 billion investment fund as well as an investor base with the ability to co-invest significant additional capital. Through its advisory business, BDT & Company works with family businesses to pursue their long-term strategic and financial objectives.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time Peet’s makes the statements, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should, “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties, and the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this press release include, among others: uncertainties as to the timing of the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the acquisition may not be satisfied or waived, including that a governmental entity may prohibit or refuse to grant approval for the consummation of the acquisition; general economic and business conditions; and other factors. Additional risks are described in the Company’s Annual Report on Form 10-K for the year ended January 1, 2012 and its subsequently filed reports with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on the forward-looking statements included in this press release, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.

Additional Information and Where to Find It

In connection with the proposed merger, Peet’s Coffee & Tea, Inc. will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Peet’s, 1400 Park Avenue, Emeryville, CA 94608, attention: Investor Relations or by calling (510) 594-2100.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2012 Annual Meeting of Shareholders, which was filed with the SEC on April 2, 2012 and will be set forth in the proxy statement regarding the proposed merger. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.

Peet’s Media Contacts:

Sard Verbinnen & Co
Paul Kranhold, 415-618-8750
pkranhold@sardverb.com
John Christiansen, 415-618-8750
jchristiansen@sardverb.com

or

Peet’s Investor Contact:

Seanna Allen, 510-594-2196
investorrelations@peets.com

or

JAB Media Contacts:

Abernathy MacGregor Group
Chuck Burgess, 212-371-5999
clb@abmac.com
Tom Johnson, 212-371-5999
tbj@abmac.com

or

BDT Capital Partners Media Contact:
Jennifer Dunne, 312-660-7314
jdunne@bdtcap.com

Source: Peet’s Coffee & Tea, Inc.

News Provided by Acquire Media

—————–

(Disclosure: Cooley is legal counsel to my current Internet company.)

Written by Kevin Warnock

July 23rd, 2012 at 3:02 pm

Muire Dougherty photographed by Kevin Warnock

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Muire Dougherty photographed in 1989 by Kevin Warnock

Muire Dougherty photographed in 1989 by Kevin Warnock

Yesterday I wrote about the 1948 movie The Red Shoes. This is a wonderful movie. The female lead actor is Moira Shearer. Writing yesterday’s post made me think of one of my first girlfriends, Moira Dougherty.

Since I’ve been posting a lot of examples of my photography here recently, I decided to post the one and only high resolution photograph I ever took of Dougherty. She wasn’t at my house to model. But I had the backdrop set up and needed to test the lighting. Back then I shot with an Omega 45F 4×5″ view camera, and I used large format Polaroid black and white film to test lighting and exposure. The photograph you see here is an 800 DPI scan of that sole Polaroid print I created in 1989. I cleaned it up a bit in Photoshop, but it didn’t need much work as it’s been sitting in a manilla folder for decades, in the dark. Dougherty used the first name Moira when we were dating, but now she uses her real first name Muire.

I regret I didn’t complete a real photo shoot with Dougherty, as she has her eyes closed in the picture above. I didn’t know that until today when I was able to enlarge the scan I made today. I still think the shot is worth publishing, because it captures her beauty. If Dougherty is ever in town, I’d be up for doing that photo shoot she suggested way back when. This time I would use my Canon 5D Mark II DSLR, which captures fine detail almost as well as my view camera did.

Dougherty is a graduate of the film school at San Francisco State University. Back in 1989 there were no affordable modern camcorders that could shoot in color, and I recall Dougherty wanted a camcorder anyway. Shooting on movie film was and remains very expensive. Dougherty was working at Peets Coffee at the time, so being able to record repeatedly on tape was very appealing.

Dougherty seriously considered getting a Fisher Price PXL-2000. This black and white camcorder recorded at low resolution in black and white on standard, still available audio cassettes at about 15 frames per second. Amazingly, this camera is highly coveted even today, with examples selling on EBay for more than they sold for new in the 1980s. The camera has an extensive WikiPedia entry which illustrates Dougherty’s good taste in cameras as a young university graduate.

I have nearly every photograph I’ve ever taken, and I plan to go back into my film archive and scan and publish the best of my early work. Today I scanned and published the first film based photograph from my past. Thanks Moira for the kick start I needed on this project.

Written by Kevin Warnock

August 10th, 2011 at 5:00 am

The Red Shoes

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The Red Shoes movie poster, 1948

The Red Shoes movie poster, 1948

Last night I watched The Red Shoes on Blu-Ray Disc.

What a beautiful movie. The colors are astonishing. This is a Technicolor movie — the most beautiful Technicolor movie I’ve ever seen.

“What — but you don’t have a TV Kevin!”

I didn’t have a TV — now I do. After going several years without a television, I broke down and bought a modest Vizio flat panel set. It was the cheapest set at Costco in the size I wanted, which is large enough for house movie nights at home with my four roommates. I installed it over the fireplace in the living room between my beloved Polk SDA SRS speakers I bought new in 1986.

My new television is a liquid crystal display model. The plasma sets that were even cheaper looked miserable by comparison — gray and washed out. I was shocked. The Vizio looked just as good as the LCD set at twice the price immediately adjacent to it. Why would someone buy that set I wondered?

The really impressive purchase though wasn’t the flat panel, it was the Vizio Blu Ray player, at just USD $119.00. This player includes Vizio ‘apps’ software applications. The Vizio apps allow you access to Netflix, Vudu and Pandora Internet services via your television using the Blu-Ray remote control. I already had a Netflix account, and it was easy to activate so that it’s accessible from the Blu-Ray player.

The quality of the streaming is just shy of Blu-Ray quality, and much better than standard DVD quality. I am impressed. I have only had the system stop playback for buffering once in about 10 hours of use so far. The online reviews are mixed. Some have trouble keeping the player connected to Wi-Fi and have to go through setup every time they turn the unit on. I had to go through setup twice, but only twice. I read that current firmware fixes the problem, so maybe my unit has the current firmware. I have 90 days to exchange the unit at Costco, so I’m not worried.

Dinner and movie night on my still fledgling urban homestead is Sunday night. We watched the first two episodes of the cable television drama Mad Men. I am already hooked on the show and I had never seen it before. I haven’t had a cable television subscription since mid 2008. The savings from canceling cable paid several times over for my new Vizio TV and disc player. The cable companies really should fear Netflix, which could well put them out of business over the next decade.

Vizio E470VLE LCD television

Vizio E470VLE LCD television

For dinner, we made jambalaya for the main course. We had watermelon for desert and Whirley Popped popcorn during the Mad Men episodes.

Now, back to The Red Shoes.

I rented this movie because reportedly it’s one of Martin Scorsese’s favorite movies, and I like Scorsese.

Here’s the abstract from Wikipedia:

The Red Shoes (1948) is a British feature film about a ballet dancer, written, directed and produced by the team of Michael Powell and Emeric Pressburger, known collectively as The Archers. The movie employs the story within a story device, being about a young ballerina who joins an established ballet company and becomes the lead dancer in a new ballet called The Red Shoes, itself based on the fairy tale “The Red Shoes” by Hans Christian Andersen. The film stars Moira ShearerAnton Walbrook and Marius Goring and features Robert HelpmannLéonide Massine and Ludmilla Tchérina, renowned dancers from the ballet world, as well as Esmond Knight and Albert Basserman. It has original music by Brian Easdale and cinematography by Jack Cardiff, and is well regarded for its creative use of Technicolor. Filmmakers such as Brian De Palma and Martin Scorsese have named it one of their all time favorite films.

I am not a movie critic, so I hesitate to try to review this movie. My long ago girlfriend Muire Dougherty has a degree in film from San Francisco State University, and she didn’t think much of the last film I tried to critique, The Unbearable Lightness of Being. I rewatched that movie 20 years later, and she was right that the movie wasn’t very good. I just checked on WikiPedia and it says the author of the book on which that movie is based was so unhappy with the result that he never allowed any further adaptations of his writing.

I’m pretty sure Dougherty would approve of The Red Shoes, but I can’t tell you why with authority. I thought about Muire because when we dated she used the first name Moira rather than her real first name Muire, and the star of The Red Shoes is Moira Shearer. I don’t know and have never known anyone else with the name Moira.

I give The Red Shoes my highest rating even though I can’t properly explain why.

Written by Kevin Warnock

August 9th, 2011 at 5:00 am