Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) announced today that it has completed its acquisition of Keurig, Incorporated, originally announced on May 2, 2006, for total consideration of $104.3 million (the “Purchase Price”). Keurig markets premium single-cup coffee brewing systems for the office and the home. Keurig will remain headquartered in Wakefield, Massachusetts and operate as a wholly owned subsidiary of Green Mountain Coffee.
Green Mountain Coffee financed the cash portion of the Purchase Price through a new five-year $125 million syndicated revolving credit facility led by Bank of America. This facility was also used to finance Green Mountain Coffee’s transaction expenses, as well as the Company’s existing outstanding indebtedness.
Nasdaq Notice
As previously announced, in connection with the acquisition of Keurig, Green Mountain Coffee entered into an employment agreement with Nick Lazaris, Chief Executive Officer of Keurig. Pursuant to the terms of the employment agreement, on June 15, 2006, Green Mountain Coffee made an inducement grant to Mr. Lazaris of a non-qualified stock option to purchase 50,000 shares of Green Mountain Coffee common stock. This option award was granted without stockholder approval pursuant to NASD Marketplace Rule 4350(i)(1)(A)(iv). The stock options vest at a rate of 25% on each of the first four anniversaries of the date of grant and have an exercise price of $37.00, the closing price of Green Mountain Coffee common stock on June 15, 2006. The other terms of these options are consistent with options granted under Green Mountain Coffee’s 2006 Incentive Plan.
About Green Mountain Coffee
Green Mountain Coffee Roasters, Inc. was recently ranked No.1 on Business Ethics Magazine’s list of “100 Best Corporate Citizens.” It is a leader in the specialty coffee industry offering over 100 coffee selections including estate, certified organic, Fair Trade Certified(TM) signature blends, and flavored coffees that sell under the Green Mountain Coffee Roasters(R) and Newman’s Own(R) Organics brands. While the majority of the Company’s revenue is derived from its multi-channel wholesale operations, it also manages a growing direct mail and e-commerce business (www.GreenMountainCoffee.com). Based on its performance and practices, Green Mountain Coffee Roasters has been recognized for the past six years as one of Forbes Magazine’s “200 Best Small Companies,” and for the past two years as one of the Society of Human Resource Management’s “Best Medium Companies to Work for in America.”
Forward-looking Statements
Certain statements contained herein are not based on historical fact and are “forward-looking statements” within the meaning of the applicable securities laws and regulations. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, fluctuations in availability and cost of high-quality green coffee, the unknown impact of any price increases on net sales, competition, business conditions in the coffee industry and food industry in general, Keurig Incorporated’s ability to continue to grow and build profits in the office and at home markets, the impact of the loss of one or more major customers for Green Mountain Coffee or reduction in the volume of purchases by one or more major customers, delays in the timing of adding new locations with existing customers, Green Mountain Coffee’s level of success in continuing to attract new customers, the Company’s success in efficiently expanding operations and capacity to meet growth, variances from sales mix and growth rate, weather and special or unusual events, as well as other risks as described more fully in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements reflect management’s analysis as of the date of this press release. The Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases.
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