4//SEC Filing
EINSTEIN NOAH RESTAURANT GROUP INC 4
Accession 0001209191-14-067192
CIK 0000949373operating
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 9:11 AM ET
Size
15.2 KB
Accession
0001209191-14-067192
Insider Transaction Report
Form 4
Parentes Holding SE
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2014-11-05$20.25/sh+18,057,135$365,656,984→ 100 total
JAB Forest B.V.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2014-11-05$20.25/sh+18,057,135$365,656,984→ 100 total
JAB Holding Co s.a r.l.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2014-11-05$20.25/sh+18,057,135$365,656,984→ 100 total
JAB Holdings B.V.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2014-11-05$20.25/sh+18,057,135$365,656,984→ 100 total
Jab Beech Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2014-11-05$20.25/sh+18,057,135$365,656,984→ 100 total
Spruce Merger Sub Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.001 per share
2014-11-05$20.25/sh+18,057,135$365,656,984→ 100 total
Footnotes (3)
- [F1]Pursuant to the terms of the Agreement & Plan of Merger, dated as of September 29, 2014, by and among JAB Beech Inc. ("JAB"), Spruce Merger Sub Inc. ("Merger Sub") and Einstein Noah Restaurant Group, Inc. ("Einstein Noah"), JAB (through Merger Sub) commenced a cash tender offer to purchase all of the issued and outstanding shares of the common stock of Einstein Noah (the "Shares") at a price of $20.25 per Share, net to the seller in cash (less any required withholding taxes and without interest). The tender offer period expired at 12:00 midnight, New York City time, at the end of Tuesday, November 4, 2014 (the "Effective Time"), at which time approximately 16,498,208 Shares had been validly tendered and not withdrawn pursuant to the tender offer and such Shares were accepted for purchase by Merger Sub at the Effective Time. The Shares purchased represented approximately 87.0792% of Einstein Noah's outstanding Shares.
- [F2]The 18,057,135 shares also includes all of the outstanding Shares not tendered in the offer and deemed acquired by Merger Sub pursuant to the consummation of the merger. At the Effective Time, these shares were cancelled by operation of law pursuant to the merger. Each publicly held Share was converted into the right to receive $20.25 per Share, net to the seller in cash (less any required withholding taxes and without interest).
- [F3]Prior to the merger, JAB held 100 shares of the common stock of Merger Sub, par value $0.01, which shares represented all of the issued and outstanding capital stock of Merger Sub. Upon the merger of Merger Sub with and into Einstein Noah, each share of Merger Sub held by JAB was converted into one share of the surviving corporation, and Merger Sub's separate corporate existence ceased. Einstein Noah survived the merger as an indirect wholly owned subsidiary of JAB.
Documents
Issuer
EINSTEIN NOAH RESTAURANT GROUP INC
CIK 0000949373
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000949373
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 9:11 AM ET
- Size
- 15.2 KB