Kevin Warnock

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.)

On Thursday, April 26, 2012, I attended the Berkeley Startup Competition Final Awards Ceremony at the Anderson Auditorium on the campus of The Haas School of Business at the University of California at Berkeley. Here is the PDF format file of the 2012 Berkeley Startup Competition Final Awards Ceremony program booklet that was handed out at the final awards ceremony.

There are many people mentioned in the booklet, like the Co-Chairs for the 2012 competition, Nick Nascioli, Adam Sterling and Tom VanLangen, as well as Lester Center Executive Director Andre Marquis and Haas School of Business Dean Richard Lyons.

I most recently wrote about the announcement of the finalists for this competition, which happened two days earlier, on April 24, 2012.

Calcula Technologies won the Grand Prize and the Life Sciences Track for their clever system that vacuums kidney stones out of a patient’s urethra in just ten seconds. According to the team’s presentation, doctors today let stones pass from the body naturally and often quite painfully unless they are larger than 10mm in diameter. Patients today are often in such agony that they visit the emergency room, which racks up hundreds of millions of dollars in charges per year. For the sub 10mm stones, doctors just write prescriptions for narcotic pain killers and send the patients home with the stones still on their excruciating slow path out.

In the future, when and if Calcula gets their system approved by regulators, patients could have a catheter inserted into their urethra and the stone could be sucked out in seconds, presumably at great relief to the patient. This work could be done at the office of a urologist, without surgery, and the Calcula team said there is already a prized and lucrative reimbursement code in existence in the insurance industry, so if they build this system, they will be able to get paid and make a profit. I can understand why Calcula Technologies won the grand prize. Kidney stones are no fun, I’ve heard, and this system seems very appealing. The team showed a video of a fake kidney stone being sucked out of a pig’s urethra in just 10 seconds. It was very impressive and very memorable.

Kloudless, Inc. won first place in the Information Technologies and Web Track. I am going to be interviewing Kloudless, so I’ll save my remarks for another blog post.

Like Calcula, Back to the Roots (2935 Adeline Street, Oakland California 94608 USA) won two awards. First, they won the Products and Services Track, and then, thanks to real time votes from the audience and viewers of a live stream on the Internet, they won the Peoples’ Choice Award.

I have written about Back to the Roots twice before.

I have one of their products at my house right now. It works.

Back to the Roots collects used coffee grounds from coffee houses like Peet’s Coffee and mixes it with a ‘secret sauce.’ The combination is boxed up and sold at over 1,000 stores in the United States, including at Home Depot and Whole Foods Market. A consumer buys the cardboard box and partly opens it, exposing the insides. The consumer then mists the contents of the box with water using an included spray bottle. After ten days of twice daily misting, the consumer harvests a bountiful crop of oyster mushrooms that have grown directly out of the side of the box. Once one side has been used up, the consumer opens the other side to repeat the growing cycle for a second harvest.

That story has been told thousands of times, including on the CBS Evening News, an influential national newscast in the United States.

During their public presentation, the Back to the Roots team disclosed future plans that I find fascinating. Since this event was public and was streamed live to the Internet, I feel that it’s OK to write about what I learned, as there were no statements that anything said was to be considered secret.

The box contents will soon include vegetable plant seeds, and the rest of the box and liner will be biodegradable. Currently, the box is lined with what looks like conventional plastic. My box is from November, 2011, so things today may be different. In the future, or perhaps even already, the box will be lined with either nothing or something else that’s biodegradable. Perhaps what looks like conventional plastic to me is really biodegradable plastic, like some plastic trash bags are made of.

Why do this?

Once the box is biodegradable and contains vegetable seeds, that means that after the two mushroom harvests the box can be planted in dirt for ’round three’ of production — vegetables. The mushrooms came from the waste stream from coffee houses. The round three vegetable garden will come from the waste stream of the mushroom garden.

This is beautiful.

What’s coming down the road from Back to the Roots?

I am overjoyed to report the answer may be affordable aquaponics kits.

I have written before about my love for aquaponics.

Aquaponics is food production gardening enhanced by growing edible fish in symbiosis with vegetable plants. Both parts of the system are made more productive by the presence of the other half. Fish poop gets converted by bacteria into rich fertilizer. The fish grow faster because the plants keep the fish tank cleaner. It’s a great growing system that I feel should take over the world on such a scale that every person has their own system at home.

I am too busy in life to advance this dream, but the team at Back to the Roots has time and energy and market traction, so I think they would be ideal to push aquaponics to a large audience. I am so excited about this that I have already offered to tell the company everything I know about aquaponics free of charge to encourage them to get this to market.

I suspect they plan to start with small, under USD $100 demonstration kits. This in my mind is the way to start.

I bought my startup supplies for my aquaponics system from The Aquaponics Source. This online retailer sells complete systems, but the price is too high for people to buy casually, at over USD $1,000. I believe a profitable sub $100 kit could be sold, as what’s required is similar to what’s inside a Mr. Coffee brand coffee maker — two water containers, a pump, a heater and some electronics to coordinate the steps. I can get a nice computerized Mr. Coffee coffee maker for about USD $25 from Amazon, so even in the smaller quantities a demonstration aquaponics system would sell in initially, I think it can be done.

I love advising startup companies, and I would particularly like to advise about aquaponics, even though I know relatively little about the subject, since I’ve only built one demonstration system so far. My system was a modest success for I grew the largest and sweetest tomatoes I have ever eaten.

HARBO Technologies won First Place in the Energy and Cleantech track. I introduced myself to co-founder Boaz Ur and mentor John Matthesen after the conclusion of the event. The company is working on something I find impressive and interesting. I have made arrangements to interview the team, so I will hold my remarks until after that interview.

My friends at Modify Industries took home a USD $1,000 prize for coming in second place in the Products and Services Track. This outcome was inevitable, and I predicted it accurately the moment I saw Modify was competing with Back to the Roots. Back to the Roots simply has had much more commercial success so far. While Modify has sold between 10,000 and 100,000 watches to such companies as Google and Hewlett Packard, they haven’t yet cracked the retail store market, and they haven’t been on the evening television news. It’s rare for a company to be so far along like Back to the Roots, but still be eligible to compete in the Berkeley Startup Competition. In all other years where there was a Products and Services Track, Modify probably would have won that track. I pay attention to these things because I was a judge for this competition for the eight years through 2011. This year I mentored the team University Gateway, which did not make it to the finals since Modify and Back to the Roots filled up the Products and Services Track.

Modify gave an impressive and bold presentation, where they outlined a dream for their enterprise far bigger than time pieces. They probably adjusted their pitch to compete with Back to the Roots. But they forgot to show their product in action amid all the grand dream spinning. How so? They forgot to personally show the audience how to change a watch element from one silicone strap to another. This is worth showing at every pitch for it’s compelling and like nothing I’ve seen in the watch business. No tools, no training — 10 seconds and you have an all new look.

Finally, I want to give some space to my friend and fellow photographer Bruce Cook. I’ve known Cook since nearly the inception of The Lester Center for Entrepreneurship & Innovation. He’s a fixture at all sizable Lester Center events. He has his own photography business, Bruce Cook Photography, and is not a University of California employee. I can’t recall there ever being a different photographer for a Lester Center event. The picture above is of Cook standing under the video light in Anderson Auditorium. The picture below is of Cook taking a picture during the networking hour in the Bank of America Forum, the large gathering area just outside of the Anderson Auditorium. Cook took the picture above of Dean Lyons speaking to the audience. Thank you Bruce!

If The Lester Center is reading this, may I suggest that you contact Cook and work out a deal where his vast library of photographs of Lester Center events over the last twenty years can find a permanent home on the Lester Center website and in the University library system. Cook has photographed some of the most important figures of our time, and the tremendous majority, over 99%, of his photographs have not been published. I think these photographs should also be published on Facebook so that it’s easy to crowd source the identification of the people in the pictures, via the Facebook tagging system. Once the faces are tagged, then the captions on the Lester Center website can be updated to reflect the identities of those pictured.

Why do this?

The Lester Center and its events are documenting history. It’s that simple. Bruce Cook has a treasure trove of historic pictures that few have ever seen.

As an added bonus, publishing and captioning Cook’s 100,000+ pictures will boost traffic to The Lester Center’s website, as people search on Google and similar sites for the many luminaries Cook has photographed. The search engine optimization benefits to posting these pictures will probably overshadow every other single project you could undertake.

This is my idea alone.

Cook did not plant this, suggest this or hint at this.

I’ve been thinking about this for years now, and here seems like a fine place to promote the idea.

I believe I have shared this suggestion with Jerry Engel when he was Executive Director of The Lester Center, but that was only in passing at a hectic Berkeley Entrepreneurs Forum, not a written proposal such as this one.

Please consider this official advice, and let me know when I can blog about the happy news. Thank you.

I introduced myself to all the finalist teams except AdrenaRX. I believe the members from that team departed before I had a chance to find them.

I offered each of the eight finalist teams except for Modify and Back to the Roots the opportunity to be interviewed by me for a future blog entry. Two of the teams have contacted me to schedule an interview. Four teams have not yet contacted me.

I know the Modify and Back to the Roots founders, so I did not offer to interview them. This was not meant as a snub — I simply forgot to offer in my excitement of congratulating them. Both teams are doing so well they don’t need my blog coverage, but if they would like more in depth stories, I am happy to meet with them. Just send me a message. I am on Facebook and easy to reach. I have turned on the ‘subscribe’ feature, so everyone reading this is invited to subscribe to me on Facebook. You may also sign up with your email address to receive updates to this blog, in the upper right corner of this page.

All the pictures I presented above except for the one by Bruce Cook are also on my Facebook page in this album. If you know these people, particularly the people in the shots with the giant checks, please tag them on Facebook so I can update the captions here with the names. All my pictures on Facebook are public, so if you tag someone there, I consider those names to be public, and on that basis I will update the captions here.

The sponsors for the 2012 Berkeley Startup Competition include:

Gold level:

Claremont Creek Ventures
DCM
UM

Silver level:

Javelin Venture Partners
Lowenstein Sandler
Mintz Levin
Mohr Davidow
Morgan Stanley
Morgenthaler Ventures
Morrison & Foerster LLP
Wilson Sonsini Goodrich & Rosati PC

Individual level:

Kevin Warnock

There were possibly other individual sponsors. No individual level sponsors were listed in official materials this year, a departure from past years.

The  Executive Committee for the 2012 Berkeley Startup Competition:

Co-Chairs

Nick Mascioli
Adam Sterling
Tom VanLangen

Judging & Sponsorship

Robbie Allan
Jane Buescher
Vivien Leong
Larry Pier

Marketing & Events

Stephanie Knoch
Krishna Shah

Mentorship & Events

Amara Aigbedion
Hrishikesh Desai

Program Manager

Kirsten Berzon