Keurig Dr Pepper launches offer for JDE Peet’s at a price of EUR 31.85 in cash per ordinary share

BURLINGTON, Mass., FRISCO, Texas, USA and AMSTERDAM, The Netherlands – Keurig Dr Pepper Inc. (“KDP“) (NASDAQ: KDP) and JDE Peet’s N.V. (“JDE Peet’s“) (EURONEXT: JDEP) today announced that Kodiak BidCo B.V. (the “Offeror”) is making a recommended public cash offer for all issued and outstanding ordinary shares in the capital of JDE Peet’s (the “Shares” and each a “Share”) at an offer price of EUR 31.85 (the “Offer Price“) in cash per Share (the “Offer“), and that the Offer Memorandum has been published today. JDE Peet’s will also pay a previously declared dividend of EUR 0.36 in cash per Share on 23 January 2026, which will not reduce the Offer Price.

After the acquisition, KDP plans to separate into two independent, U.S.-listed publicly traded companies, creating a scaled growth challenger in North America’s attractive refreshment beverages market and a global coffee leader that will serve 100+ countries, with an unparalleled brand portfolio across all coffee segments, channels and price points.

Transaction Highlights:

• The Offer Memorandum is approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten).
• The terms of the Offer are unchanged from the 25 August 2025 joint press release, and the Offer remains subject to the satisfaction or waiver of the conditions contained in the Offer Memorandum.
• The board of directors of JDE Peet’s fully supports and unanimously recommends the Offer to all shareholders for acceptance. Acorn Holdings B.V. and all members of the board of JDE Peet’s, together representing approximately 69% of the issued and outstanding shares of JDE Peet’s, have irrevocably undertaken to tender their shares under the Offer.
• The offer period is from 16 January 2026 to 27 March 2026 (unless extended).
• The Offer is subject to a minimum acceptance threshold of 95% of the Shares. This level is lowered to 80% if the JDE Peet’s shareholders, at the extraordinary general meeting of the shareholders to be held on 2 March 2026, vote in favor of certain post-closing restructuring measures.
• If the Offeror obtains 95% or more of the Shares, it will initiate statutory Buy-Out Proceedings and may elect to implement the Post-Closing Demerger. If the Offeror obtains between 80% and 95% of the Shares, it intends to implement the Post-Closing Merger to acquire full ownership of the JDE Peet’s business. These transactions, and in particular the Post-Closing Merger, can have tax implications for shareholders, as described in the Offer Memorandum. The Offeror may only implement the Post-Closing Merger or Post-Closing Demerger if approved at JDE Peet’s extraordinary general meeting of the shareholders, to be held on 2 March 2026.
• All competition clearances that are conditions to the Offer have been obtained.
• Positive advice has been obtained from the Dutch Works Council of JDE Peet’s and the European Works Council has satisfactorily been informed of the transaction in accordance with the European works council agreement.
• Closing of the Offer is expected early in the second quarter of 2026, subject to the satisfaction or waiver of the closing conditions.
• The Offeror is making the Offer on the terms and subject to the conditions contained in the Offer Memorandum. Further details on the Offeror, the Offer, including details on acceptance, settlement, the post-closing restructuring measures and the intended delisting of JDE Peet’s from Euronext Amsterdam are set forth therein.

Support and Recommendation by the Board

In relation to the Offer, the board of directors of JDE Peet’s (the “Board“) unanimously supports and recommends the Offer for acceptance by the shareholders. JDE Peet’s today published its Position Statement containing the information required by Article 18 and Annex G of the Decree, which sets out the recommendation and a more elaborate description of the decision-making process of the Board.

Offer Memorandum; Position Statement

Digital copies of the Offer Memorandum are available on the websites of JDE Peet’s (www.jdepeets.com) and KDP (www.keurigdrpepper.com). Digital copies of the Position Statement are available on the website of JDE Peet’s (www.jdepeets.com). Copies of the Offer Memorandum will, upon request, be made available 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.

About Keurig Dr Pepper

Keurig Dr Pepper (Nasdaq: KDP) is a leading beverage company in North America, with a portfolio of more than 125 owned, licensed and partner brands and powerful distribution capabilities to provide a beverage for every need, anytime, anywhere. With annual revenue of more than $15 billion, we hold leadership positions in beverage categories including carbonated soft drinks, coffee, tea, water, juice and mixers, and have the #1 single serve coffee brewing system in the U.S. and Canada. Our innovative partnership model builds emerging growth platforms in categories such as premium coffee, energy, sports hydration and ready-to-drink coffee. Our brands include Keurig®, Dr Pepper®, Canada Dry®, Mott’s®, A&W®, Peñafiel®, Snapple®, 7UP®, Green Mountain Coffee Roasters®, GHOST®, Clamato®, Core Hydration® and The Original Donut Shop®. Driven by a purpose to Drink Well. Do Good., our 29,000 employees aim to enhance the experience of every beverage occasion and to make a positive impact for people, communities and the planet. For more information, visit www.keurigdrpepper.com and follow us @KeurigDrPepper on LinkedIn and Instagram.

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. Guided by our ‘Reignite the Amazing’ strategy, we are focusing on brand-led growth across three big bets: Peet’s, L’OR, and Jacobs, alongside a collection of 9 local icons. In 2024, JDE Peet’s generated total sales of EUR 8.8 billion and employed a global workforce of more than 21,000 employees. Discover more about our journey to deliver a coffee for every cup and a brand for every heart at www.jdepeets.com.