Panera Bread Company (NASDAQ:PNRA) Files An 8-K Other Events

Item8.01

As previously disclosed, on April4, 2017, Panera Bread Company, a
Delaware corporation (the Company or Panera), entered into an
Agreement and Plan of Merger (the Merger Agreement) with Rye
Parent Corp., a Delaware corporation (Parent), Rye Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of
Parent (Merger Sub), and JAB Holdings B.V., a private limited
liability company incorporated under the laws of the Netherlands
(JAB), providing for the merger of Merger Sub with and into the
Company (the Merger), with the Company surviving the Merger as a
wholly owned subsidiary of Parent.

In connection with the Merger, four putative class action
complaints have been filed against the Company and its directors
(collectively, the Merger Litigation).

John Remorenko Litigation

As previously disclosed on a Current Report on Form 8-K, filed
with the Securities and Exchange Commission (the SEC) on June7,
2017, a putative class action complaint was filed in the United
States District Court for the Eastern District of Missouri by
John Remorenko on June2, 2017 in an action captioned Remorenko v.
Panera Bread Co. et al., Case No. 4:17-cv-01610-DDN. On June14,
2017, the plaintiff filed motions for a preliminary injunction
and an expedited hearing before the special meeting of the
Companys stockholders to vote to adopt the Merger scheduled to be
held on July11, 2017.

Phillips Litigation

On June7, 2017, a putative class action complaint was filed by
Lawrence Phillips, a purported stockholder of the Company, in the
United States District Court for the District of Delaware against
the Company and each member of the board of directors of the
Company in an action captioned Phillips v. Panera Bread Company
et al., Case No. 1:17-cv-00697-RGA. The complaint asserts claims
against the Company and each of its directors for violations of
Sections 14(a) and 20(a) of the Securities Exchange Act of 1934,
Rule 14a-9 promulgated thereunder and Regulation G. The complaint
alleges that the defendants disseminated a materially incomplete
and misleading definitive proxy statement, filed by Panera with
the SEC on June1, 2017, in connection with the Merger (the
Definitive Proxy Statement). The complaint seeks various forms of
relief, including injunctive relief, money damages and an award
of attorneys fees and costs. Phillips also filed motions for a
preliminary injunction and an expedited hearing before the
special meeting of the Companys stockholders to vote to adopt the
Merger scheduled to be held on July11, 2017. The court has
scheduled a hearing on the motion for preliminary injunction for
June30, 2017.

Scott and Gina Rudy Living Trust Dated March18, 2011
Litigation

On June7, 2017, a putative class action complaint was filed by
Scott and Gina Rudy Living Trust Dated March18, 2011, a purported
stockholder of the Company, in the United States District Court
for the Eastern District of Missouri against the Company and each
member of the board of directors of the Company in an action
captioned Scott and Gina Rudy Living Trust Dated March18, 2011 v.
Panera Bread Company et al., Case No. 4:17-cv-01627-HEA. The
complaint asserts claims against the Company and each of its
directors for violations of Sections 14(a) and 20(a) of the
Securities Exchange Act of 1934 and Rule 14a-9 promulgated
thereunder. The complaint alleges that the defendants
disseminated a materially incomplete and misleading preliminary
proxy statement, filed with the SEC on May12, 2017, in connection
with the Merger. The complaint seeks various forms of relief,
including injunctive relief, money damages and an award of
attorneys fees and costs.

Berg Litigation

On June8, 2017, a putative class action complaint was filed by
Robert Berg, a purported stockholder of the Company, in the
United States District Court for the Eastern District of Missouri
against the Company, each member of the board of directors of the
Company, JAB, Parent and Merger Sub in an action captioned Berg
v.

Panera Bread Co. et al., Case No. 4:17-cv-01631-DDN. The
complaint asserts claims against the Company, each of its
directors, JAB, Parent and Merger Sub for violations of Sections
14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule
14a-9 promulgated thereunder. The complaint alleges that the
Definitive Proxy Statement disseminated to stockholders was
materially incomplete and misleading and seeks various forms of
relief, including injunctive relief and an award of attorneys
fees and costs.

Supplemental Disclosures

Panera believes that the claims asserted in the Merger Litigation
are without merit and that no supplemental disclosures are
required by applicable law. However, to avoid the risk that the
Merger Litigation could delay or adversely affect the Merger and
to minimize the costs, risks and uncertainties inherent in
litigation, and without admitting any liability or wrongdoing,
Panera has determined to voluntarily supplement the Definitive
Proxy Statement. Nothing in this Current Report on Form 8-K shall
be deemed an admission of the legal necessity or materiality
under applicable laws of any of the disclosures set forth herein.
To the contrary, Panera specifically denies all allegations in
the Merger Litigation that any additional disclosure was or is
required.

These supplemental disclosures will not affect the merger
consideration to be paid to stockholders of Panera in connection
with the Merger or the timing of the special meeting of the
stockholders of Panera scheduled for July11, 2017 at 10:30 a.m.,
local time, at the offices of Panera Bread Company, 3630 South
Geyer Road, St. Louis, Missouri 63127. The Panera board
of directors continues to unanimously recommend that you vote FOR
the adoption of the Merger Agreement and FOR approval of the
proposal to approve, by non-binding, advisory
vote, certain compensation arrangements for the Companys named
executive officers in connection with the merger.

The following information should be read in conjunction with the
Definitive Proxy Statement, which should be read in its entirety.
All page references in the information below are to pages in the
Definitive Proxy Statement, and capitalized terms used in this
Current Report on Form 8-K shall have the meanings set forth in
the Definitive Proxy Statement, unless otherwise defined herein.

(1) Supplements to Summary of Material Financial
Analyses

The following disclosure is intended to be inserted after the
fourth sentence of the first paragraph under the heading Summary
of Material Financial Analyses beginning on page 38 of the
Definitive Proxy Statement.

The Street Consensus Case was based on certain Wall Street
projections of our financial performance publicly available
through SP Capital IQs Thomson Reuters I/B/E/S Estimates:

(2) Supplements to Summary of Material Financial
AnalysesDiscounted Cash Flow Analysis

The following disclosure supplements and is intended to be
inserted before the last sentence in the second paragraph under
the heading Summary of Material Financial AnalysesDiscounted Cash
Flow Analysis on page 43 of the Definitive Proxy Statement.

The Companys assumed weighted average cost of capital was
calculated using a cost of equity range of 6.0% to 8.0% (which
was based on the Capital Asset Pricing Model using a market risk
premium of 6.0%, a risk-free rate of 2.4% (as of April3, 2017)
and a beta of 0.77 for our ClassA common stock that was
determined by Morgan Stanley using market data from U.S.
Long-Term Predicted Beta (USE3 model) as of March31, 2017, plus a
sensitivity adjustment of 1.0% to define the low and high ends of
the cost of equity range), a post-tax cost of debt of 1.8% and a
ratio of debt to total capitalization of 7.6%, which was based on
the Companys then current capital structure.

The following disclosure supplements and replaces the last
sentence in the second paragraph under the heading Summary of
Material Financial AnalysesDiscounted Cash Flow Analysis on page
43 of the Definitive Proxy Statement.

Morgan Stanley then adjusted the total implied aggregate value
ranges by our estimated total debt (inclusive of capital leases)
of $432.5million, non-controlling interest of $3.6million and
cash, cash equivalents and marketable securities of
$105.5million, in each case based on the consolidated balance
sheet of Panera as of December27, 2016 provided by the Companys
management, and divided the resulting implied total equity value
ranges by the Companys fully diluted shares outstanding of
23.0million as provided by the Companys management.

(3) Supplements to Summary of Material Financial
AnalysesGeneral

The following disclosure supplements and replaces the first
sentence in the seventh paragraph under the heading Summary of
Material Financial AnalysesGeneral on page 45 of the Definitive
Proxy Statement.

In the two years prior to the date of Morgan Stanleys opinion,
Morgan Stanley or its affiliates have received aggregate
compensation for providing financial advisory and/or financing
services to certain affiliates of JABs ultimate parent entity
that are majority controlled by such parent entity, as follows:
$14 million from Keurig Green Mountain Inc.; $14 million from
Maple Parent Corp.; and $1 million from JAB Forest B.V. Such
services provided by Morgan Stanley included two financial
advisory engagements, one for an acquisition and another for a
joint venture, as well as serving as a joint lead arranger of
credit facilities for an acquisition financing. In addition,
Morgan Stanley or its affiliates also received aggregate
compensation of $18 million during such period for providing
financing services to an entity that became part of Jacobs Douwe
Egberts, a company that is majority owned by certain affiliates
of JABs ultimate parent entity.

(4) Supplements to Certain Company
Forecasts

The following disclosure supplements the table entitled Cash
Flow under the heading Certain Company Forecasts on page 45 of
the Definitive Proxy Statement.

Cash Flow

Reconciliation with GAAP Metric

Additional Information and Where to Find It

This communication relates to the proposed Merger involving
Panera, Parent, Merger Sub, and JAB. In connection with the
proposed Merger, on June1, 2017, Panera has filed a definitive
proxy statement on Schedule 14A with the SEC (the Definitive
Proxy Statement). STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY NOW OR WHEN
THEY BECOME AVAILABLE BECAUSE THEY DO AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and security
holders will be able to obtain these documents free of charge at
the SECs website, www.sec.gov, and Panera stockholders will
receive information at an appropriate time on how to obtain
Merger-related documents for free from Panera.

Participants in the Distribution

Panera, Parent and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the holders of the Companys ClassA common stock and
ClassB common stock in respect of the proposed Merger.
Information about the directors and executive officers of Panera
is set forth in the proxy statement for Paneras 2016 Annual
Meeting of stockholders, which was filed with the SEC on April15,
2016, and in Paneras Annual Report on Form 10-K for the fiscal
year ended December27, 2016, which was filed with the SEC on
February22, 2017. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is
contained in the Definitive Proxy Statement and other relevant
materials to be filed with the SEC in respect of the proposed
Merger when they become available.

Cautionary Statements Regarding Forward-Looking
Information

Certain statements contained in this communication and in our
public disclosures, whether written or oral, relating to future
events or our future performance, including any discussion,
expressed or implied, regarding our anticipated growth, operating
results, future earnings per share, plans, objectives, the impact
of our investments in sales-building initiatives and operational
capabilities on future sales and earnings, contain
forward-looking statements within the meaning of Section27A of
the Securities Act of 1933, as amended, and Section21E of the
Securities Exchange Act of 1934, as amended. These statements are
often identified by the words believe, positioned, estimate,
project, target, plan, goal, assumption, continue, intend,
expect, future, anticipate, and other similar expressions,
whether in the negative or the affirmative, that are not
statements of historical fact. These forward-looking statements
are not guarantees of future performance and involve certain
risks, uncertainties, and assumptions that are difficult to
predict, and you should not place undue reliance on our
forward-looking statements. Our actual results and timing of
certain events could differ materially from those anticipated in
these forward-looking statements as a result of certain factors,
including, but not limited to: the risk that Paneras stockholders
do not approve the proposed Merger; uncertainties as to the
timing of the proposed Merger; the conditions to the completion
of the proposed Merger may not be satisfied, or the regulatory
approvals required for the proposed Merger may not be obtained on
the terms expected or on the anticipated schedule; the parties
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the proposed Merger; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; the effect
of the announcement or pendency of the proposed Merger on Paneras
business relationships, operating results, and business
generally; risks that the proposed Merger disrupts current plans
and operations of Panera and potential difficulties in Paneras
employee retention as a result of the proposed Merger; risks
related to diverting managements attention from Paneras ongoing
business operations; the outcome of any legal proceedings that
may be instituted against Panera related to the Merger Agreement
or the proposed Merger; the amount of the costs, fees, expenses
and other charges related to the proposed Merger; and other
factors discussed from time to time in our reports filed with the
SEC, including our Annual Report on Form 10-K for the fiscal year
ended December27, 2016. All forward-looking statements and the
internal projections and beliefs upon which we base our
expectations included in this release are made only as of the
date of this release and may change. While we may elect to update
forward-looking statements at some point in the future, we
expressly disclaim any obligation to update any forward-looking
statements, whether as a result of new information, future
events, or otherwise. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as
of the date hereof.

About Panera Bread Company (NASDAQ:PNRA)

Panera Bread Company (Panera) is a food service provider. Panera is a national bakery-cafe concept with approximately 1,970 Company-owned and franchise-operated bakery-cafe locations in over 45 states, the District of Columbia, and Ontario, Canada. The Company operates through three segments: Company Bakery-Cafe Operations, Franchise Operations, and Fresh Dough and Other Product Operations. The Company’s menu groups are daily baked goods, including a range of freshly baked bagels, breads, muffins, scones, rolls, and sweet goods, made-to-order sandwiches on freshly baked breads, soups, freshly prepared and hand-tossed salads, pasta dishes, and roasted coffees and cafe beverages, such as hot or cold espresso and cappuccino drinks and smoothies. The Company offers Panera Catering, a catering service that provides breakfast assortments, sandwiches, salads, soups, pasta dishes, drinks, and bakery items.