Keurig Dr Pepper says post-closing acceptance period lifts its holding to 97.75% of shares, paving the way for buy-out proceedings and delisting from Euronext Amsterdam.
BURLINGTON, Mass., FRISCO, Texas and AMSTERDAM – Qahwa World
Keurig Dr Pepper Inc. (“KDP”) (NASDAQ: KDP) and JDE Peet’s N.V. (“JDE Peet’s”) (EURONEXT: JDEP) jointly announced that the post-closing acceptance period relating to the Offer (the “Post-Closing Acceptance Period”) expired today at 17:40 CEST.
During the Post-Closing Acceptance Period, 7,821,867 shares were tendered under the Offer, representing approximately 1.61% of the shares and an aggregate value of approximately €249,126,463.95. Together with the 466,712,270 shares that were already acquired by the Offeror, the Offeror will hold a total of 474,534,137 shares, representing approximately 97.75% of the shares and an aggregate value of approximately €15,113,912,263.45.
With reference to the Offer Memorandum, shareholders who accepted the Offer during the Post-Closing Acceptance Period will receive the Offer Price for each tendered share transferred for acceptance pursuant to the Offer during the Post-Closing Acceptance Period, under the terms and conditions of the Offer and subject to its restrictions. Settlement of the shares tendered during the Post-Closing Acceptance Period will occur, and payment of the Offer Price for each such share will be made, on April 15, 2026. The Offeror cannot guarantee that shareholders who tendered their shares for acceptance will receive payment on this date.
As a result of the acquisition of more than 95% of the shares by the Offeror, the Offeror will initiate statutory buy-out proceedings in accordance with Section 5.13.2 (Buy-Out Proceedings) of the Offer Memorandum and will implement the post-closing demerger in accordance with Section 5.13.4 (Post-Closing Demerger) of the Offer Memorandum. As previously announced, it has been decided, in consultation with Euronext, that the last day of trading of the shares will be April 29, 2026, and that the shares will be delisted from Euronext Amsterdam on April 30, 2026.
Announcements
Any announcements contemplated by the Offer Memorandum will be made by press release. Any press release issued by the Offeror will be made available on KDP’s website. Any press release issued by JDE Peet’s will be made available on JDE Peet’s website.
Offer Memorandum; Position Statement
Digital copies of the Offer Memorandum are available on the websites of JDE Peet’s and KDP. Digital copies of the Position Statement are available on JDE Peet’s website. Copies of the Offer Memorandum will be made available, upon request, free of charge at the offices of JDE Peet’s. The websites of JDE Peet’s and KDP do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum and the Position Statement.
Notice to shareholders of JDE Peet’s in the United States
The tender offer is being made for the ordinary shares of JDE Peet’s, a public limited liability company incorporated under the laws of the Netherlands with shares listed on Euronext Amsterdam. US shareholders should note that the tender and related documents are subject to Dutch disclosure and procedural requirements, which differ from those of the United States.
JDE Peet’s shares are not listed on a US securities exchange and the company is not subject to the reporting requirements of the US Securities Exchange Act of 1934, and does not file reports with the US Securities and Exchange Commission (SEC).
The tender offer is being made in the United States in compliance with, and in reliance on, the exemption provided by Rule 14d-1(d), known as the “Tier II” exemption, under the Exchange Act and otherwise in accordance with Dutch law.
Receipt of cash pursuant to the tender offer by a US holder of JDE Peet’s shares will be a taxable transaction under US federal income tax law and applicable state, local and foreign tax laws. Each holder is advised to consult an independent professional adviser regarding the tax consequences.
It may be difficult for US holders to enforce their rights under US securities laws, as JDE Peet’s is located outside the United States and some or all of its officers and directors may reside outside the United States.
To the extent permissible under applicable law, JDE Peet’s and its affiliates or brokers may purchase shares outside the tender offer in the open market or through private transactions at prevailing or negotiated prices. Such purchases will not exceed the tender offer price. No purchases will be made in the United States on behalf of KDP.
Neither the SEC nor any US state securities commission has approved or disapproved the tender offer or passed upon its merits. Any representation to the contrary is a criminal offence in the United States.
Restrictions
The distribution of this press release may be restricted in certain jurisdictions. Persons who receive this document should inform themselves of and observe any such restrictions. Failure to comply may constitute a violation of applicable securities laws. Neither KDP nor JDE Peet’s assumes responsibility for any such violations.
This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice.
Forward-looking statements
This press release contains forward-looking statements relating to the impact of the transaction, future financial performance, cost savings and synergies. These statements are subject to risks and uncertainties that could cause actual results to differ materially.
Neither KDP nor JDE Peet’s undertakes any obligation to update forward-looking statements except as required by law.
