Investment Group Considering €7.2bn Bid for DE Master Blenders

29 Mar 2013 --- D.E MASTER BLENDERS 1753 is negotiating a possible public offer for all issued and outstanding ordinary shares in D.E MASTER BLENDERS 1753 by a Joh. A. Benckiser led investor group (JAB). D.E. Master Blenders 1753, which was spun off by Sara Lee Corp. last June, would be acquired by the private German investment company for around €7.6 billion ($9.7 billion).

D.E MASTER BLENDERS 1753 was approached by JAB regarding a potential public offer for all the Company’s issued and outstanding ordinary shares. The price per ordinary D.E MASTER BLENDERS 1753 share currently indicated by JAB is € 12.75 (cum dividend) on a fully diluted basis, subject to the satisfactory outcome of due diligence, agreement on the transaction terms, corporate and other approvals, and certain pre-offer and offer conditions being fulfilled.

The Company’s Board has, on the basis of JAB's non-binding proposal, agreed to allow JAB and its advisers to conduct due diligence.  This due diligence is pending.  The negotiations are in an early stage.  At this time it is uncertain whether the negotiations with JAB will result in a conditional agreement on a potential full public offer for all issued and outstanding ordinary shares in D.E MASTER BLENDERS 1753 by JAB and, if so, at what price and under which conditions.

Consistent with its fiduciary duty, the Board of D.E MASTER BLENDERS 1753 is carefully evaluating JAB's non-binding proposal.  With respect to the decision making, the Company’s Board will give due consideration to a proper decision making process, which includes avoiding any (potential) conflict of interest by executives, and in its decision making will take the interests of all stakeholders, including the shareholders, into full consideration.

Buying Master Blenders would add to JAB’s coffee holdings, which it bolstered last year by purchasing Peet’s Coffee & Tea Inc. for about $1 billion. JAB subsidiary Coty Inc. unsuccessfully attempted a takeover last year of door-to-door cosmetics seller Avon Products Inc. for more than $10 billion.