Focus Brands Inc. (“FBI”) and Jamba, Inc. (Nasdaq:JMBA) (”Jamba”) today announced that the companies have entered into a definitive merger agreement under which FBI will acquire Jamba for $13.00 per share in cash, in a transaction valued at approximately $200 million.

Statement by Steve DeSutter, Chief Executive Officer of Focus Brands Inc.
“Benefiting from an extremely loyal customer base and strong franchise operators, Jamba Juice is one of the category leaders in the fast growing smoothie and juice category,” said Steve DeSutter, CEO of Focus Brands Inc. “We are excited to welcome Jamba Juice with such an iconic heritage into our family of well-known and highly loved ’fan favorite’ brands.”

Statement by Dave Pace, Chief Executive Officer of Jamba, Inc.
“We are delighted to have reached this agreement with Focus Brands and are confident that it will result in a positive outcome for our guests, our franchisees and our employees,” said Dave Pace, CEO of Jamba, Inc. “Over the last few years, we have worked hard to strengthen our foundation and reposition this iconic brand for the future. Partnering with Focus Brands will allow us to build on this work and further accelerate the Company’s growth.”

Transaction Details
Under the terms of the agreement, a subsidiary of FBI will commence a tender offer to purchase all of the outstanding shares of Jamba common stock for $13.00 per share in cash. The tender offer is subject to customary conditions, including antitrust clearance and the tender of a majority of the outstanding shares of Jamba common stock. Following successful completion of the tender offer, FBI would acquire all remaining shares not tendered in the offer through a merger at the same price as in the tender offer. The transaction is expected to close during the third quarter of 2018 and will be funded by FBI using cash on hand and available borrowing capacity under its existing credit facilities.

Following the close of the transaction, Jamba will be a privately-held subsidiary of FBI and will continue to be operated as an independent brand.

Focus Brands is majority owned by affiliates of Roark, an Atlanta based private equity firm that focuses on investing in franchised and multi-unit businesses in the restaurant, retail and other consumer sectors.

Certain funds advised by Engaged Capital, LLC and Indus Capital Partners, LLC, which collectively own approximately 27% of the outstanding shares of Jamba, have entered into agreements to tender their shares in the tender offer.

North Point Advisors LLC is serving as financial advisor and DLA Piper LLP is serving as legal counsel to Jamba. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to FBI.

August 2, 2018