Delaware Chancery Court Cites Analysis Group Affiliate’s Valuation in Ruling on Panera Acquisition

February 5, 2020

Analysis Group was retained by counsel for Panera Bread Company in an appraisal dispute following its acquisition by JAB Holding, in which Panera was acquired for $315 per share. The claimants requested an appraisal of their shares following the acquisition.

An Analysis Group team led by Managing Principal Laurits Christensen and Vice President Kevin Gallagher supported academic affiliate R. Glenn Hubbard, who testified at trial in the Delaware Chancery Court that the fair value of Panera was $303.44 per share. Professor Hubbard determined that the deal price less an adjustment for synergies was the best evidence of the fair value of Panera. He corroborated that valuation with multiple market-based analyses, including an unaffected stock price exhibiting the hallmarks of market efficiency and equity analyst price targets from before the merger announcement, and a discounted cash flow (DCF) model.

Citing Professor Hubbard’s testimony extensively in her opinion, Vice Chancellor Morgan Zurn agreed with his valuation, holding that “the fair value of the Company’s common stock at the time of the merger was $303.44, calculated as the deal price minus synergies.”