Alston & Bird client Einstein Noah Restaurant Group has entered into a definitive agreement to be acquired by JAB Holding Company, a German conglomerate, for about $374 million.
Based in Lakewood, CO, Einstein Noah operates, franchises and licenses more than 855 restaurants in 42 states and Washington, D.C. Its bagel shops include Einstein Brothers Bagels, Noah’s New York Bagels and Manhattan Bagel.
Under the terms of the merger agreement, an affiliate of JAB will make a tender offer to acquire all the outstanding shares of Einstein Noah’s common stock at a price of $20.25 per share in cash. Greenlight Capital, Einstein Noah’s largest stockholder with more than 35 percent of the outstanding common shares, has agreed to tender its shares in support of the transaction. Following the successful completion of the tender offer, JAB will acquire all remaining shares not tendered in the offer through a second-step merger at the same price as in the tender offer.
The Alston & Bird team advising Einstein Noah was led by partner Gary Ivey, with support from partner Dave Brown, senior associate Julie Mediamolle and associates Rebecca Valentino and Bhanu Mathur (Corporate & Finance); partners John Shannon and Blake MacKay (Employee Benefits & Executive Compensation); partner Adam Biegel and associate Max Marks (Antitrust); partner Chris Gegg (Intellectual Property); partners Clay Littlefield and John Baron (Tax) and partner Beverlee Silva (Environmental).