Keurig Dr Pepper to Acquire JDE Peet's and Subsequently Separate into Two Independent Companies - a Leading Refreshment Beverage Player and a Global Coffee Champion
Rhea-AI Summary
Keurig Dr Pepper (NASDAQ: KDP) has announced a transformative deal to acquire JDE Peet's for €15.7 billion in an all-cash transaction at €31.85 per share, representing a 33% premium. Following the acquisition, KDP will separate into two independent, publicly traded companies: Beverage Co., focusing on North American refreshment beverages with $11 billion in annual sales, and Global Coffee Co., becoming the world's largest pure-play coffee company with $16 billion in annual sales.
The transaction is expected to generate $400 million in cost synergies over three years and deliver EPS accretion in year one. Tim Cofer will lead Beverage Co. as CEO, while Sudhanshu Priyadarshi will become CEO of Global Coffee Co. The acquisition is expected to close in H1 2026, with the separation following shortly after.
Positive
- None.
Negative
- Significant debt increase to fund the €15.7B all-cash acquisition
- Complex integration process across multiple geographies
- Extended timeline with closing not expected until H1 2026
News Market Reaction
On the day this news was published, JDEPY gained 16.93%, reflecting a significant positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Acquisition to create global coffee leader serving 100+ countries with an unparalleled brand portfolio across all coffee segments, channels and price points
Subsequent separation to establish a fast-growing and scaled North American refreshment beverage player and the world's #1 pure-play coffee company
Each company will be positioned to win with focused strategies and attractive growth models, powered by iconic brand portfolios, and tailored capital allocation priorities, backed by strong cash flows
Transformational transaction expected to create significant value for shareholders and unlock substantial run-rate synergies
Tim Cofer to be CEO of "Beverage Co." and Sudhanshu Priyadarshi to be CEO of "Global Coffee Co." upon separation
Under the terms of the transaction, KDP will pay JDE Peet's shareholders
Strategic Rationale: Transformational Next Step in KDP's Shareholder Value Creation Journey
- Singular opportunity to establish a global coffee leader by combining KDP's disruptive spirit, next-generation coffee innovations and single-serve leadership with JDE Peet's nearly 300-year legacy, global reach and top-tier portfolio of brands.
- Acquisition of JDE Peet's expected to deliver compelling synergies and generate significant value for KDP shareholders.
- Planned separation, via a tax-free spin-off of Global Coffee Co., will position Beverage Co. and Global Coffee Co. to win in their respective markets by leveraging operating models optimized to unique category dynamics.
- Creates two strategically focused, scaled beverage companies with differentiated shareholder value propositions, featuring distinct growth and capital allocation frameworks designed to deliver sustained and compelling long-term value.
The acquisition of JDE Peet's will significantly enhance KDP's coffee positioning, creating a strong, resilient and diversified global portfolio. It will also unlock incremental operating and financial benefits, including approximately
Upon separation, Global Coffee Co., with approximately
Beverage Co., with more than
"Today's announcement marks a transformational moment in the beverage industry, as we build on KDP's disruptive legacy by creating two winning companies, including a new global coffee champion," said Tim Cofer, CEO, KDP. "Through the complementary combination of Keurig and JDE Peet's, we are seizing an exceptional opportunity to create a global coffee giant. This is the right time for this transaction, with KDP in a position of operational and financial strength, momentum across our evolved portfolio, and increasing coffee category resilience. By creating two sharply focused beverage companies with attractive and tailored growth propositions and capital allocation strategies, we are poised to generate significant shareholder value in both the near and long term."
"We are excited to join forces with Keurig to chart the future of global coffee by leveraging our combined portfolio of the world's most beloved coffee brands," said Rafa Oliveira, CEO, JDE Peet's. "This highly complementary transaction will deliver an attractive premium for our shareholders and will create compelling future growth opportunities for our employees, customers and other stakeholders. We are incredibly proud of the formidable global platform that we have built at JDE Peet's and, together with Keurig, we are looking forward to powering a new era of coffee innovation and leadership, building on JDE Peet's recently announced 'Reignite the Amazing' strategy."
Creating Two Beverage Leaders
Both Global Coffee Co. and Beverage Co. will be positioned to deliver attractive returns to their unique investor bases through distinct financial profiles, with tailored growth and capital allocation frameworks, and optimized operating models calibrated to core categories and geographies.
Global Coffee Co.: Pure-Play, Cash-Generative Global Coffee Powerhouse
Global Coffee Co. will have the world's most expansive coffee portfolio, including
- Complementary geographic footprint across developed and emerging markets: Joining together JDE Peet's global reach with KDP's single-serve coffee leadership in
North America , the world's largest coffee market. - Unparallelled portfolio across all coffee segments, channels and price points: Focused strategy and diversified product mix position the platform for enhanced organic growth and resilience.
- Global manufacturing footprint of 40+ facilities and local route-to-market expertise: Ability to rapidly scale next-generation coffee innovation across more brands and markets by leveraging a sophisticated supply chain, breadth of talent and local market experience.
- Attractive, reliable growth model: Steady and resilient revenue growth driven by focused execution and innovation, plus strong margins with upside potential, including approximately
$400M
Beverage Co.: Growth-Oriented, Agile Beverage Challenger
KDP has significantly evolved its refreshment portfolio and positioned it for fast growth, with a consumer-obsessed approach and leading innovation driving multi-year share gains. As an independent company, Beverage Co. will benefit from its:
- Iconic mega-brands and rapid expansion into high-growth categories:
The United States' #1 flavored carbonated soft drink portfolio led by powerhouse$5 $1 $3 billion Mexico , including Peñafiel®, the country's #1 mineral water, and inCanada , across carbonated soft drinks and fast-growing ready-to-drink alcohol and low- and no-alcohol alternatives. - Proven build, buy, partner model, propelled by preferred partner credentials: A capital- efficient model and track record of successful partnerships with founders enables Beverage Co.'s portfolio to evolve in response to changing consumer preferences.
- A robust DSD platform with opportunities to expand: Momentum to be supported by Beverage Co.'s critical DSD assets in
the United States andMexico , with continued future scaling opportunities. - Industry-leading revenue growth and strong margins: Strong free cash flow and capital-efficient growth model to support dynamic capital allocation, including investing in organic and inorganic growth, a competitive dividend and other opportunistic cash returns to shareholders.
Upon completion of the acquisition of JDE Peet's and until the intended separation is complete, the combined company will be led by KDP's management team, including CEO Tim Cofer and CFO Sudhanshu Priyadarshi.
Upon completion of the separation, Cofer will become CEO of Beverage Co. and Priyadarshi will become CEO of Global Coffee Co. Rafa Oliveira will continue to serve as CEO of JDE Peet's until the closing of the acquisition. Additional members of leadership and Boards of Directors for both companies will be announced at a later date.
The global headquarters for Global Coffee Co. will be located in
JDE Peet's Transaction Details
Under the terms of the agreement, KDP will commence an all-cash tender offer to purchase all outstanding ordinary shares of JDE Peet's. The tender offer values
The transaction will be funded through a combination of new senior unsecured and junior subordinated debt and cash on hand.2 KDP expects to remain investment grade-rated, and Beverage Co. and Global Coffee Co. will also be committed to investment grade credit profiles upon separation.
The commencement of the tender offer and the closing of the acquisition of JDE Peet's, which was unanimously approved by JDE Peet's Board of Directors, are expected to occur in the first half of 2026, subject to the satisfaction or waiver of customary pre-offer conditions and closing conditions as described in Annex A.
Additional details concerning the JDE Peet's Board of Directors' recommendation, the fairness opinion delivered to the JDE Peet's Board of Directors, the non-financial covenants, the routes to acquiring
Separation Transaction Details
The subsequent planned separation is expected to occur as soon as practicable following the close of the acquisition. The separation transaction is expected to be effected through a tax-free spin-off of Global Coffee Co. and is subject to final approval by KDP's Board of Directors and other customary conditions, including the receipt of opinions from tax advisors.
Conference Call Information
KDP will host a conference call on Monday, August 25, 2025 at 8:00 AM (ET) to discuss the announcement. A live webcast of the call and the replay will be available on the KDP website at www.keurigdrpepper.com and on the JDE Peet's website at www.jdepeets.com.
Participants interested in joining the conference call by phone can register at https://dpregister.com/sreg/10202450/ffcd4ceb2c and will receive dial-in details over email.
Advisors
Lazard and Morgan Stanley & Co. LLC are serving as financial advisors to KDP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Stibbe N.V. are serving as legal advisors. KDP has secured fully underwritten financing commitments from affiliates of Morgan Stanley & Co. LLC and Mitsubishi UFJ Financial Group (MUFG). BofA Securities is serving as exclusive financial advisor to JDE Peet's, and A&O Shearman is serving as legal advisor.
About KDP
Keurig Dr Pepper (Nasdaq: KDP) is a leading beverage company in
About JDE Peet's
JDE Peet's is the world's leading pure-play coffee company, serving approximately 4,400 cups of coffee per second in more than 100 markets, with a portfolio of strong iconic brands including Peet's, L'OR, Jacobs, Douwe Egberts, Kenco, Pilao, OldTown, Super and Moccona. In 2024, JDE Peet's generated total sales of
1 Brand size refers to retail sales. |
KDP Media | |
Katie Gilroy | |
Keurig Dr Pepper | |
T: 781-418-3345 / katie.gilroy@kdrp.com | |
KDP Investors | |
Chethan Mallela | |
Keurig Dr Pepper | |
T: 888-340-5287 / IR@kdrp.com | |
JDE Peet's Media | FGS Global |
Laurent Sagarra | Frank Jansen |
+31 6 2154 2369 | |
+31 6 4143 3955 | |
JDE Peet's Investors | |
Robin Jansen | |
+31 6 1594 4569 |
This is a joint press release by KDP and JDE Peet's. This joint press release is issued pursuant to the provisions of Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014), as well as Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) in connection with the intended recommended public offer by KDP for all the issued and outstanding ordinary shares in the capital of JDE Peet's. This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in JDE Peet's. Any offer will be made only by means of an offer memorandum approved by the AFM. This press release is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication, or distribution would be unlawful.
Notice to shareholders of JDE Peet's in
The tender offer will be made for the ordinary shares of JDE Peet's, a public limited liability company incorporated under the laws of
The tender offer will be made in
The receipt of cash pursuant to the tender offer by a
It may be difficult for
To the extent permissible under applicable law or regulation, including Rule 14e-5 of the Exchange Act, in accordance with normal Dutch practice, JDE Peet's and its affiliates or broker (acting as agents for JDE Peet's or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the tender offer, directly or indirectly purchase, or arrange to purchase, ordinary shares of JDE Peet's that are the subject of the tender offer or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In no event will any such purchases be made for a price per share that is greater than the tender offer price. To the extent information about such purchases or arrangements to purchase is made public in
Neither the SEC nor any
Restrictions
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, JDE Peet's and KDP disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither KDP nor JDE Peet's, nor any of their advisors, assumes any responsibility for any violation by any of these restrictions. Any JDE Peet's shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.
Forward Looking Statements
Certain statements in this press release may be considered "forward-looking statements," such as statements relating to the impact of this transaction on KDP, JDE Peet's, and the combined business, the contemplated spin-off, future financial targets and results, anticipated credit ratings and expected cost savings and synergies. Forward-looking statements include those preceded by, followed by or that include the words "anticipate," "expect," "believe," "could," "continue," "ongoing," "estimate," "intend," "may," "plan," "potential," "project," "should," "target," "will," "would" and similar words. These forward-looking statements speak only as of the date of this release.
Although KDP and JDE Peet's believe that the assumptions upon which their respective forward-looking statements are based are reasonable, they can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, (i) risks relating to the completion of the proposed acquisition and subsequent spin-off in the anticipated timeframe or at all; (ii) risks related to the ability to realize the anticipated benefits of the proposed acquisition and subsequent spin-off; (iii) risks relating to the receipt of regulatory approvals without unexpected delays or conditions and possibility of regulatory action; (iv) risks relating to significant costs related to the proposed transactions; (v) the expected financial and operating performance and future opportunities following the acquisition and subsequent spin-off; (vi) disruption from the acquisition and subsequent spin-off making it more difficult to maintain business and operational relationships; (vii) diverting KDP's and JDE Peet's respective management's from business operations; (viii) risks relating to potential litigation that arises as a result of the proposed transactions; and (ix) risks and uncertainties discussed in KDP's and JDE Peet's press releases and public filings.
Neither KDP nor JDE Peet's, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of KDP and JDE Peet's expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law.
Annex A
Additional Information Regarding the Support Agreements
In accordance with the Dutch public offer rules, any information shared with Acorn and the JDE Peet's directors and officers about the tender offer will, if not published prior to the offer memorandum being made generally available, be included in the offer memorandum (if and when issued) and Acorn and such directors and officers will tender their shares on the same terms and conditions as the other holders of JDE Peet's ordinary shares.
Tender Offer Conditions
The commencement of the tender offer is subject to the satisfaction or waiver of pre-offer conditions customary for a transaction of this kind, being:
i. | Each party having performed in all material respects its covenants and obligations and the other party's representations and warranties being true and correct (subject to certain materiality qualifiers). |
ii. | Compliance with the consultation procedure pursuant to the Dutch Works Council Act. |
iii. | Compliance with the notification procedures pursuant to the Dutch Merger Code and in relation to the European works council of JDE Peet's. |
iv. | KDP having received confirmation from the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM") that the AFM has approved the offer memorandum. |
v. | The JDE Peet's Board of Directors not having withdrawn, modified, qualified, or made contradictory statements as to, their recommendation for the offer. |
vi. | Each of the irrevocable undertakings being in effect and not having been breached, terminated or modified. |
vii. | No public announcement having been made of a bona fide unsolicited third-party offeror makes an offer which, in the reasonable opinion of the JDE Peet's Board of Directors, is a more beneficial offer for JDE Peet's than KDP's offer, taking into account the identity of the third party, consideration, certainty of execution, conditionality and non-financial covenants, which exceeds the offer price in all-cash by at least |
viii. | No order, enactment or legal action by a governmental entity or any law prohibiting, restraining or delaying the transaction in any material respect. |
ix. | No notification having been received from the AFM that pursuant to section 5:80 of the Dutch Financial Supervision Act, investment firms (beleggingsondernemingen) would not be allowed to cooperate with the settlement of the offer. |
x. | Trading in the JDE Peet's ordinary shares on Euronext Amsterdam not having been permanently suspended. |
xi. | No material adverse effect having occurred (collectively, the "Commencement Conditions"). |
If and when made, the consummation of the tender offer, will be subject to the satisfaction or waiver of the following offer conditions customary for a transaction of this kind, being:
i. | minimum acceptance level of at least |
ii. | the waiting period under the Hart-Scott Rodino Act having expired or been terminated and certain other competition clearances having been obtained. |
iii. | The resolutions to be proposed at JDE Peet's EGM having been adopted and being in full force and effect. |
iv. | The Commencement Conditions under i and v up to and including xi apply mutatis mutandis. |
Annex B
Recommendation
Following a diligent and carefully executed process, the JDE Peet's Board of Directors believe that KDP has made a compelling offer representing an attractive cash premium to the JDE Peet's shareholders, as well as favourable non-financial terms and commitments in respect of deal certainty. The JDE Peet's Board of Directors conclude that the transaction is in the best interest of JDE Peet's and the sustainable, long-term success of its business, taking especially into account the interests of all of JDE Peet's stakeholders.
Taking all these considerations into account, the JDE Peet's Board of Directors unanimously supports the offer and recommends that the JDE Peet's shareholders tender their shares under the tender offer, if and when made and vote in favour of the resolutions relating to the offer at the upcoming extraordinary general meeting of JDE Peet's to be held during the acceptance period of the tender offer, each in accordance with the terms set out in the merger protocol.
Fairness opinion
On 24 August 2025, Bank of America Europe DAC,
Non-financial covenants
JDE Peet's and KDP have agreed to certain covenants for a duration of 2 years after settlement of the tender offer. As part of these broader set of non-financial covenants, KDP has confirmed the growth potential of JDE Peet's and intends to explore and invest in both existing and new business opportunities, while maintaining the Company's international headquarters and R&D center in
Acquisition of
JDE Peet's and KDP acknowledge the importance of acquiring
If, after settlement of the tender offer or settlement of the JDE Peet's shares tendered during the post-acceptance period (if applicable), KDP holds at least
If, after settlement of the tender offer or settlement of the JDE Peet's shares tendered during the post-acceptance period (if applicable), KDP holds at least
The Post-Closing Demerger and the Post-Closing Merger are subject to the adoption of certain shareholder resolutions at the upcoming extraordinary general meeting of JDE Peet's to be held during the acceptance period of the tender offer. JDE Peet's board has agreed to recommend to the shareholders to vote in favor of the Post-Closing Demerger and the Post-Closing Merger.
Termination
If the merger protocol is terminated because JDE Peet's made an adverse recommendation, change or in the event of a Competing Offer, JDE Peet's shall pay KDP a
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SOURCE Keurig Dr Pepper; JDE Peet’s
FAQ
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