Green Mountain Coffee Roasters, Inc. (GMCR), announced a definitive stock purchase agreement pursuant to which Aramark Refreshment Services, LLC, a provider of office coffee and refreshment services, will acquire all outstanding shares of Van Houtte USA Holdings, Inc., also known as the Van Houtte U.S. Coffee Service business or Filterfresh business from GMCR, for an aggregate cash purchase price of approximately $145 million. The purchase price is subject to adjustment based on Filterfresh's working capital and indebtedness as of immediately prior to the transaction's closing.
"Aramark and Filterfresh are both leaders in providing excellent service and quality office coffee and other refreshments to employees in the workplace," said Jonathan Peters, executive vice president, Aramark Refreshment Services in a prepared statement. "We look forward to satisfying even more customers through this new partnership."
"We believe there is a strong strategic fit between the Filterfresh business and Aramark and we look forward to continuing to work with Aramark as a valued distributor," said Dave Manly, general manager of the away from home business for GMCR's Keurig business unit.
The purchase agreement contains customary representations, warranties and covenants, and is subject to various closing conditions, including obtaining regulatory approval in the United States. Subject to certain limitations, each party has also agreed to indemnify the other for breaches of representations, warranties and covenants and other specified matters.
On Dec. 17, 2010, GMCR acquired Van Houtte through the purchase of all of the outstanding capital stock of LJVH Holdings, Inc. At the time of the acquisition, GMCR announced it would pursue a sale of a portion of the former Van Houtte business, namely Van Houtte's U.S. coffee service business, also known as Filterfresh. GMCR has accounted for all the assets and liabilities relating to the Filterfresh business as held-for-sale in its most recent financial statements.