Jamba, Inc. (NASDAQ:JMBA), a leading health and wellness brand and the
leading retailer of freshly squeezed juice, today announced that it has
entered into an agreement to appoint James C. Pappas, Managing Member of
JCP Investment Management, LLC, and Glenn W. Welling, Managing Member
and Chief Investment Officer of Engaged Capital, LLC, to its Board of
Directors, effective immediately, and that each will be included in
Jamba’s slate of director nominees for election at the 2015 Annual
Meeting of Stockholders (the “2015 Annual Meeting”). Jamba also agreed
that one current member of the Board would not be re-nominated to stand
for election at the 2015 Annual Meeting. With these changes, after the
2015 Annual Meeting the Jamba Board will comprise nine directors, eight
of whom are independent.
James D. White, chairman, president and CEO of Jamba, said, “We are
pleased to welcome Glenn and James to the Board of Directors, and are
confident that their diversified expertise will add valuable perspective
to Jamba’s Board as we continue to execute on our growth strategy. Jamba
is focused on driving shareholder value as we expand our juicing
platform and transition to an asset-light, franchise-focused model. We
believe that including representatives from two of Jamba’s large
investors is in the best interest of the Company and all shareholders.”
James C. Pappas of JCP Investment Management said, “We are pleased to
join Jamba’s Board. We look forward to working with management and the
Board to help enhance value for all stockholders.”
Glenn W. Welling of Engaged Capital said, “We appreciate Jamba’s
constructive approach and the recent steps that have been taken to
enhance shareholder value. Jamba’s commitment to transition to a
franchise focused company has the potential to create meaningful value
for shareholders, and I look forward to being a part of the team that
makes that happen.”
Under the terms of the agreement with Engaged Capital, LLC and certain
of its affiliates (“Engaged Capital”), which beneficially own
approximately 8.2% of the Company’s outstanding shares, and JCP
Investment Management, LLC and certain of its affiliates (“JCP”), which
beneficially own approximately 2.3% of the Company’s outstanding shares,
JCP and Engaged Capital have agreed to vote their shares in favor of the
election of the Company’s slate of directors at the Company’s 2015
Annual Meeting. In addition, JCP will, among other things, withdraw its
nomination of candidates to stand for election at the Company’s 2015
Annual Meeting and has agreed to customary standstill provisions through
the date that is 45 days prior to the expiration of the Company’s
advance notice period for the nomination of directors at the Company’s
2016 Annual Meeting of Stockholders. The full agreement will be filed in
a Form 8-K with the Securities and Exchange Commission later today.
Mr. Pappas will serve as a member of the Board’s Nominating and
Corporate Governance Committee and as a member of the Audit Committee,
and Mr. Welling will serve as a member of the Compensation and Executive
Development Committee. The date of the 2015 Annual Meeting has not been
set.
About James C. Pappas
James C. Pappas is the Managing Member of JCP Management and the sole
member of JCP Holdings. Mr. Pappas has served on the Board of Directors
of The Pantry, Inc. (NASDAQ:PTRY), a leading independently operated
convenience store chain in the southeastern United States and one of the
largest independently operated convenience store chains in the country,
since March 2014. Previously, Mr. Pappas served as Chairman of the Board
of Directors of Morgan’s Foods, a then publicly traded company, from
January 2013 until May 2014, when the company was acquired by Apex
Restaurant Management, Inc. Mr. Pappas joined the Board of Morgan’s
Foods in February 2012, where he also served as Chairman of the
Compensation and Leadership Committee. From 2005 until 2007, Mr. Pappas
worked for The Goldman Sachs Group, Inc. (NYSE:GS) in their Investment
Banking / Leveraged Finance Division. As part of the Goldman Sachs
Leveraged Finance Group, Mr. Pappas advised private equity groups and
corporations on appropriate leveraged buyout, recapitalization and
refinancing alternatives. Prior to Goldman Sachs, Mr. Pappas worked at
Banc of America Securities, the investment banking arm of Bank of
America (NYSE:BAC), where he focused on Consumer and Retail Investment
Banking, providing advice on a wide range of transactions including
mergers and acquisitions, financings, restructurings and buyside
engagements. Mr. Pappas received a BBA, and a Masters in Finance from
Texas A&M University.
About Glenn W. Welling
Glenn W. Welling is the Founder and Chief Investment Officer of Engaged
Capital, LLC, a California based investment firm and registered advisor
with the SEC focused on investing in small and mid-cap North American
equities. Prior to founding Engaged Capital in February 2012, Mr.
Welling was Principal and Managing Director at Relational Investors LLC
(“Relational”), a $6 billion activist equity fund and registered
investment adviser with the SEC, from June 2008 to October 2011 and
served as its consultant from October 2011 until April 2012. Mr. Welling
managed Relational’s consumer, healthcare and utility investments and
was responsible for investment selection, strategic development and
catalyzing change at Relational’s portfolio companies. Prior to
Relational and from February 2002 to May 2008, Mr. Welling was a
Managing Director at Credit Suisse Group AG (“Credit Suisse”) (NYSE:CS),
a leading global financial services company, where he was the Global
Head of the Investment Banking Department's Advisory Businesses, which
included The Buy-Side Insights (HOLT) Group, Financial Strategy Group
and Ratings Advisory Group. Previously, Mr. Welling served as Partner
and Managing Director of HOLT Value Associates L.P. (“HOLT”), a then
leading provider of independent research and valuation services to asset
managers, from October 1999 until January 2002 when HOLT was acquired by
Credit Suisse. Prior to HOLT, he was the Managing Director of Valuad
U.S., a financial software and training company, and senior manager at
A.T. Kearney, one of the world’s largest global management consulting
firms. Mr. Welling also teaches executive education courses at The
Wharton School of Business and is a frequent speaker at finance and
investing conferences. He graduated from The Wharton School of the
University of Pennsylvania where he currently serves as the Chairman of
the school’s tennis program and as a member of the Wharton School’s
Executive Education Board.
About Jamba Juice Company
Founded in 1990, Jamba, Inc. is a leading restaurant retailer of
better-for-you, specialty beverage and food offerings, which include
great tasting, whole fruit smoothies, fresh squeezed juices and juice
blends, hot teas, and a variety of food items including hot oatmeal,
breakfast wraps, sandwiches, Artisan Flatbreads™, baked goods, and
snacks. As of September 30, 2014, there were 807 Jamba Juice store
locations globally. Jamba is a proud sponsor of "Team Up for a Healthy
America" in the fight against childhood obesity and encourages fans to
join the Team Up community of celebrities, athletes, and other leaders
committed to getting kids active and involved at www.myhealthpledge.com.
Fans of Jamba Juice can find out more about Jamba Juice's locations as
well as specific offerings and promotions by visiting the Jamba Juice
website at www.JambaJuice.com
or by contacting Jamba's Guest Services team at 1-866-4R-FRUIT
(473-7848).
Forward-Looking Statements
This press release (including information incorporated or deemed
incorporated by reference herein) contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are those involving future events and
future results that are based on current expectations, estimates,
forecasts, and projections as well as the current beliefs and
assumptions of the Company’s management. Words such as “outlook”,
“believes”, “expects”, “appears”, “may”, “will”, “should”,
“anticipates”, or the negative thereof or comparable terminology, are
intended to identify such forward looking statements. Any statement that
is not a historical fact and any other estimates, projections, future
trends and the outcome of events that have not yet occurred, is a
forward-looking statement. Forward-looking statements are only
predictions and are subject to risks, uncertainties and assumptions that
are difficult to predict. Therefore actual results may differ materially
and adversely from those expressed in any forward-looking statements.
Factors that might cause or contribute to such differences include, but
are not limited to factors discussed under the section entitled “Risk
Factors” in the Company’s reports filed with the SEC. Many of such
factors relate to events and circumstances that are beyond the Company’s
control. You should not place undue reliance on forward-looking
statements. The Company does not assume any obligation to update the
information contained in this press release.
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