Transaction Expected to Create a Leading
Platform for Mealtime Focused on Quality and Flavor Across Meal
Kits and Fully-Prepared Meal Experiences
Blue Apron (Nasdaq: APRN) (the “Company”), the pioneer of the
meal kit industry in the United States, today announced that it has
entered into a definitive merger agreement to be acquired by Wonder
Group (“Wonder”), a company founded by entrepreneur Marc Lore that
is redefining at-home dining and food delivery.
Under the terms of the merger agreement, which has been
unanimously approved by Blue Apron’s Board of Directors, Blue Apron
stockholders will be entitled to receive $13.00 in cash per share
of Class A common stock through a tender offer, representing an
equity value of approximately $103 million. The per share purchase
price represents a 137% premium to the September 28, 2023 closing
price and a 77% premium to the 30-day volume weighted average price
of the Company’s Class A common stock.
Wonder’s acquisition of Blue Apron is expected to create a
leading platform for mealtime, enhancing mealtime with choice,
flexibility and convenience through two exceptional brands. The
combination is expected to enhance both companies’ abilities to
deliver chef-curated meals with high-quality ingredients to more
customers across the country, solving for additional meal moments
throughout the week. Following the close of this transaction,
Wonder plans to continue Blue Apron’s current operations serving
customers nationwide under the Blue Apron brand, with expected new
synergies between consumer-facing apps and delivery logistics.
“By joining forces with Wonder, we continue to realize our
vision of Better Living Through Better Food, and support how
families and loved ones come together over food,” said Blue Apron
President and Chief Executive Officer, Linda Findley. “Wonder and
Blue Apron deliver high-quality, chef-curated meals, making this a
great match to offer more incredible mealtime experiences. The Blue
Apron brand and products that our customers know and love will stay
the same, with more opportunity for product expansion in the
future. Further, the transaction delivers immediate and certain
value for Blue Apron stockholders at a significant premium over
recent trading prices.”
“Wonder is creating the mealtime super app, serving a broad
range of occasions that feature cuisines from some of the world’s
best chefs and restaurants while leveraging our culinary
engineering and vertically-integrated model,” said Wonder Group
Founder and Chief Executive Officer, Marc Lore. “At-home meals play
a key role in this vision and have been on our strategic roadmap
since the beginning. When the opportunity presented itself to unite
with Blue Apron, pioneers in the meal kit industry, we knew it
would accelerate our strategic position, create immediate
opportunities for synergy and most importantly, enable us to
further delight customers by expanding the ways you can access and
experience Wonder. We couldn’t be more excited to welcome Blue
Apron to the Wonder platform and look forward to working with Linda
and her exceptional team.”
Following Blue Apron’s shift to an asset light business, as a
result of the sale of its operational infrastructure and strategic
partnership with FreshRealm, which will continue, the Company
received a proposal from Wonder. This proposal, along with others,
were considered as part of a thorough strategic review process led
by Blue Apron’s Board of Directors. Further details of the
transaction and background on the transaction process will be
included in the Company’s Schedule 14D-9 with respect to the tender
offer.
Terms of the Agreement
Under the terms of the merger agreement, Wonder will commence a
tender offer to acquire all outstanding shares of the Company’s
Class A common stock for a purchase price of $13.00 per share in
cash.
The transaction is expected to close in the fourth quarter of
2023, subject to customary closing conditions, including the tender
of a majority of the outstanding shares of the Company’s Class A
common stock. The closing of the transaction is not subject to any
financing conditions or regulatory approvals, and Wonder has fully
committed financing already on its balance sheet sufficient to fund
the closing of the transaction. Following the successful closing of
the tender offer, Wonder will acquire any remaining shares of Blue
Apron that are not tendered in the tender offer through a
second-step merger at the same consideration per share paid in the
tender offer.
The Company’s Board of Directors unanimously recommends that
Blue Apron’s stockholders tender their shares in the tender offer.
FreshRealm, Inc., which beneficially owns approximately 16.5% of
Blue Apron’s outstanding shares of Class A common stock, has agreed
to exercise its warrant as part of the transaction and then tender
its shares in the tender offer in accordance with the terms of the
tender and support agreement, and has waived applicable termination
rights it has under the production and fulfillment agreement
between FreshRealm and Blue Apron in connection with the
transaction.
J.P. Morgan Securities LLC is acting as exclusive financial
advisor and Wilmer Cutler Pickering Hale and Dorr LLP is acting as
legal counsel to Blue Apron. Goldman Sachs & Co. LLC is acting
as exclusive financial advisor and Fenwick & West LLP is acting
as legal counsel to Wonder.
Third Quarter 2023 Results
The Company will release its third quarter 2023 results before
the market opens on Thursday, November 9, 2023. Given this
transaction announcement, Blue Apron will not conduct an earnings
conference call or provide financial guidance in conjunction with
its third quarter 2023 results.
About Blue Apron
Blue Apron’s vision is Better Living Through Better Food™.
Launched in 2012, Blue Apron offers fresh, chef-designed meals that
empower home cooks to embrace their culinary curiosity, challenge
their abilities in the kitchen and see what a difference cooking
quality food can make in their lives. Blue Apron is focused on
bringing incredible recipes to its customers, deepening its
commitment to its employees, continuing to reduce food and
packaging waste, and addressing its carbon impact. Visit
www.blueapron.com to learn more.
About Wonder Group
Wonder is revolutionizing the food industry by creating the
mealtime super app, operating a collection of
vertically-integrated, delivery-first restaurants and pioneering a
new category of “Fast Fine” dining. Featuring some of the world’s
best chefs including Bobby Flay, Jose Andres, Nancy Silverton,
Michael Symon, Marcus Samuelsson and others, along with
award-winning restaurants from across the country including Tejas
Barbeque, Di Fara Pizza, Barrio Cafe, Maydan and more, customers
can experience any combination of these chefs and restaurants all
together in one order for the first time. Everything is
made-to-order in a Wonder location and delivered to your door by a
Wonder courier, or available for pick-up and dine-in as well.
Wonder brings an elevated, curated dining experience to you every
time.
Additional Information and Where to Find It
The tender offer for the outstanding shares of the Company
described in this communication has not yet commenced. This
communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any
securities, nor is it a substitute for the tender offer materials
that Wonder and its acquisition subsidiary will file with the
Securities and Exchange Commission (“SEC”) upon commencement of the
tender offer. The solicitation and offer to buy outstanding shares
of the Company will only be made pursuant to the tender offer
materials that Wonder and its acquisition subsidiary intend to file
with the SEC. At the time the tender offer is commenced, Wonder
will file a tender offer statement on Schedule TO with the SEC, and
the Company will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC with respect to the tender offer. THE
COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO CAREFULLY
READ THE TENDER OFFER MATERIALS, INCLUDING THE SCHEDULE TO
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
ACQUISITION AND THE PARTIES THERETO. The tender offer materials
(including the offer to purchase and related letter of
transmittal), as well as the solicitation/recommendation statement
will be mailed to the Company’s stockholders free of charge.
Investors and stockholders may obtain free copies of the Schedule
TO and Schedule 14D-9, as each may be amended or supplemented from
time to time, and other documents filed by the parties (when
available) at the SEC’s web site at www.sec.gov, by contacting the
Company’s Investor Relations either by telephone at (347) 719-4312
or e-mail at investor.relations@blueapron.com or on the Company’s
website at www.investors.blueapron.com. The information contained
in, or that can be accessed through, the Company’s website is not a
part of, or incorporated by reference herein. In addition to an
offer to purchase, a related letter of transmittal and certain
other tender offer documents, as well as the
solicitation/recommendation statement, the Company files annual,
quarterly and current reports, proxy statements and other
information with the SEC. You may read any reports, statements or
other information filed by the Company with the SEC for free on the
SEC’s website at www.sec.gov.
Forward Looking Statements
This press release includes statements concerning the Company
and its future expectations, plans and prospects that constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. For this purpose, any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terms such as "may,"
“will,” "should," “would,” "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential," or "continue," or
the negative of these terms or other similar expressions. The
forward-looking statements in this press release are only
predictions. The Company has based these forward-looking statements
largely on its current expectations and projections about future
events and trends that it believes may affect its business,
financial condition and results of operations. These
forward-looking statements speak only as of the date of this press
release and are subject to a number of risks, uncertainties and
assumptions including, without limitation, uncertainties as to the
timing of the tender offer and the completion of the proposed
acquisition of the Company; the risk that the proposed acquisition
may not be completed in a timely manner or at all; the possibility
that competing offers or acquisition proposals for the Company will
be made; uncertainty regarding how many of the Company’s
stockholders will tender their shares in the tender offer; the
possibility that any or all of the various conditions to the
consummation of the tender offer, or the various closing conditions
to the proposed acquisition may not be satisfied or waived,
including the failure to receive any required regulatory approvals
from any applicable governmental entities; the possibility of
business disruptions due to transaction-related uncertainty; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; the effects
of the proposed acquisition (or the announcement thereof) on the
trading price of the Company’s common stock; relationships with
associates, customers, other business partners and key third
parties, or governmental entities; transaction costs; risks that
the proposed acquisition disrupts current plans and operations of
the Company or adversely affects employee retention; the risk that
stockholder litigation in connection with the proposed acquisition
may result in significant costs of defense, indemnification and
liability, or present risks to the timing or certainty of the
closing of the transaction; the risk that the proposed acquisition
of the Company will divert management’s attention from ongoing
business operations; changes in the Company’s businesses during the
period between announcement and closing of the proposed
acquisition; and other risks and uncertainties including those
identified under the heading “Risk Factors” in the Company’s most
recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q, each of which is filed with the SEC and available at
www.sec.gov, and other filings that the Company may make with the
SEC in the future, including the Schedule TO and related tender
offer documents to be filed by Wonder and the Schedule 14D-9 to be
filed by the Company. If one or more of these risks or
uncertainties materialize, or if any of the Company’s assumptions
prove incorrect, actual results may vary in material respects from
those projected or anticipated in these forward-looking statements.
Investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Any forward-looking statement
made by the Company in this filing speaks only as of the date
hereof. Factors or events that could cause actual results to differ
may emerge from time to time, and it is not possible for the
Company to predict all of them. The Company does not undertake and
specifically disclaims any obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be
required by any applicable securities laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230928876135/en/
Muriel Lussier Blue Apron muriel.lussier@blueapron.com
Adam Schiff Culture Speed Communications
adam@culturespeed.com
Blue Apron (NYSE:APRN)
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