Not everyone involved with Caribou Coffee is happy with the chain's recent decision to sell to Joh. A. Benckiser for $340 million. The companies announced the merger this week that allows JAB to acquire Caribou for $16 per share in cash, but it's worth $30 to $35 per share, according to shareholder Accretive Capital Partners. It and its affiliates are beneficial owners of more than 850,000 shares of Caribou Coffee

"...We at Accretive Capital Partners find ourselves utterly dismayed by the price you have accepted from Joh. A. Benckiser to sell our company," Richard E. Fearon Jr., managing partner of Accretive Capital Partners, wrote in an open letter to the board. "At $16 per share, the price you have accepted from Benckiser on our behalf is only 0.9 times annual sales and less than 11 times trailing earnings before interest, taxes, depreciation and amortization.

Fearon compared those numbers to the price recently paid by Benckiser to buy Peet's Coffee less than two months ago: Peet's shareholders received 2.4 times sales and 21 times EBITDA.

"Moreover, Starbucks' shareholders receive three times sales and 16 times EBITDA for their shares in a highly efficient public market. As measured by these real-time metrics, Caribou Coffee is worth $30–$35 per share, especially considering the control premium a strategic buyer must pay to enjoy operational synergies."

The agreement, which has been unanimously approved by Caribou's independent directors, represents a premium of about 30 percent over Caribou's closing stock price on Dec. 14.

Fearon also said in the letter that the growth potential of the chain has not been realized and that he is "baffled by the board's and management's decision to sell the company without the benefit of engaging a qualified investment banker, who would market the company and manage an efficient auction process. Surely it would be in shareholders' best interests to determine if other major strategic buyers — such as Starbucks, Green Mountain, Dunkin' Brands, Krispy Kreme — had any interest in acquiring Caribou Coffee. One can only guess what kind of incentives Benckiser offered to our management team to consummate this deal," he wrote.

Fearon encouraged the board members to pursue available alternatives to the deal with Benckiser and reminded them of their fiduciary duties to shareholders.

"As custodians of our investment, you are charged with a duty to place shareholder interests above personal gain or other motives. And, with our proposal for a fair and open auction process, we demand only that you do the right and honorable thing on behalf of all Caribou Coffee Company shareholders."

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