Market Overview

Zoe's Kitchen, Inc. to Be Acquired by CAVA Group, Inc.


$12.75 per share purchase price represents approximately 33%
premium to Zoe's Kitchen NYSE 30-day volume weighted average price

Joins together two brands with distinct service models and a
shared passion for healthy, no-compromise Mediterranean cuisine

Enables additional growth for CAVA and Zoës Kitchen — leveraging
scale and a larger footprint to expand investments in people, culinary,
and tech innovation

Zoe's Kitchen, Inc., ("Zoës Kitchen" or the "Company") (NYSE:ZOES), a
fast-casual restaurant group with 261 domestic restaurant locations,
today announced that it has entered into a definitive agreement to be
acquired in a transaction by privately held Cava Group, Inc., ("CAVA") a
fast-growing Mediterranean culinary brand with 66 restaurants. The
combined companies will have 327 restaurants in 24 states throughout the

Under the terms of the agreement, Zoës Kitchen shareholders will receive
$12.75 in cash for each share of common stock they hold. This represents
a premium of approximately 33% to Zoës Kitchen's closing share price on
August 16, 2018 and a premium of approximately 33% to Zoës Kitchen
30-day volume weighted average price ended on August 16, 2018, and an
enterprise value of approximately $300 million.

The acquisition of Zoës Kitchen will be financed through a significant
equity investment in CAVA led by Act III Holdings, the investment
vehicle created by Ron Shaich, founder, chairman, and former CEO of
Panera Bread, and funds advised by The Invus Group, with participation
from existing investors SWaN & Legend Venture Partners and Revolution

After closing, Brett Schulman, current Chief Executive Officer of CAVA,
will serve as Chief Executive Officer of the combined company and will
work closely with the existing leadership teams at Zoës Kitchen and CAVA
to oversee their growth and evolution. Ron Shaich will serve as Chairman
of the combined company.


Kevin Miles, Zoës Kitchen Chief Executive Officer said: "Zoës Board of
Directors and Management are pleased to announce today's transaction.
Our mission was to deliver the highest value obtainable for our
shareholders and pursuant to the transaction announced today our
shareholders will be receiving a substantial premium to the Company's
unaffected stock price. I am proud of the significant work the team has
executed over recent years to grow the Zoës Kitchen footprint, build
brand affinity and secure a leadership position in the Mediterranean and
better-for-you category. These efforts made it an attractive candidate
for a transaction of this kind. I'd like to thank each and every team
member who will continue to make Zoës a differentiated dining experience
every day."

Brett Schulman, CAVA Chief Executive Officer said: "Today's announcement
is an exciting milestone for CAVA, and we're thrilled to welcome Zoës
Kitchen to our family. Together, these two brands are united by a shared
heritage and passion for exceptional Mediterranean cuisine. Now with the
addition of Zoës Kitchen, we will be able to broaden our geographic
footprint and meet the needs of even more guests — whether in Bethesda
or Birmingham, Plano or Pasadena — who crave delicious, healthy food
without compromise. As part of the CAVA family, Zoës Kitchen will
benefit from CAVA's track record of bold culinary innovation and
leveraging data and technology to drive growth and convenience."

Ron Shaich, Act III Holdings Chief Executive, CAVA board member, and
CAVA investor said: "As a close observer of the fast-casual restaurant
industry, I am thrilled at the prospect of what CAVA and Zoës Kitchen
can accomplish together. Together these businesses will create the
leading company in one of the most important categories in fast casual
today — Mediterranean — with the capabilities to drive extraordinary
customer satisfaction and powerful growth."


Consummation of the merger is subject to certain closing conditions,
including the adoption of the merger agreement by the holders of a
majority of the Company's outstanding common stock, and the expiration
or early termination of all applicable waiting periods under the HSR
Act. CAVA has agreed to pay to the Company a $17 million termination fee
if the merger agreement is terminated under certain circumstances and
the merger does not occur. The parties expect the merger to close in the
fourth quarter of 2018.

Under the terms of the merger agreement, the Company is permitted to
actively solicit, for a 35-day period, alternative acquisition proposals
from potential buyer and business combination candidates. There can be
no assurance that any superior proposals will be received during this
solicitation process or that any alternative transaction providing for a
superior proposal will be consummated. Except as may be required by law,
the Company does not intend to disclose any developments with respect to
such a solicitation process unless and until the Company's board of
directors determines that it has received a superior proposal. The
Company would be required to pay to CAVA an $8.5 million termination fee
if the Company terminates the merger agreement to accept a superior
proposal under certain circumstances.

The Company's Board of Directors has determined that the merger
agreement with CAVA is fair to and in the best interests of the Company
and the holders of the Company's common stock.

Zoës Kitchen also announced that it will not hold its previously
scheduled second quarter 2018 earnings conference call and web simulcast
on the morning of Friday, August 17 and will not issue a press release
with second quarter 2018 financial results. The Company expects to file
its quarterly report with second quarter 2018 financial results on or
before August 20, 2018.


Piper Jaffray served as financial advisor to Zoës Kitchen, and Greenberg
Traurig, LLP acted as legal advisor to Zoës Kitchen on the transaction.

Morgan Stanley & Co. LLC acted as financial advisor to Act III Holdings
(Ron Shaich) and The Invus Group. Citigroup Global Markets Inc. acted as
financial advisor to CAVA. Skadden, Arps, Slate, Meagher & Flom acted as
legal advisors to CAVA. Sullivan & Cromwell and Simpson Thacher &
Bartlett served as legal advisors to Act III Holdings (Ron Shaich) and
The Invus Group, respectively.

About Zoës Kitchen

Founded in 1995, Zoës Kitchen is a fast-casual restaurant group serving
a distinct menu of fresh, wholesome, made-from-scratch,
Mediterranean-inspired dishes delivered with warm hospitality. With no
microwaves, or fryers, grilling is the predominate method of cooking
along with an abundance of fresh fruits and vegetables, fresh herbs,
olive oil and lean proteins. With 261 locations in 20 states across the
United States, Zoës Kitchen delivers goodness to its guests by sharing
simple, tasty and fresh Mediterranean meals that inspire guests to lead
a balanced lifestyle and feel their best from the inside out. For more
information, please visit,
Facebook, Instagram, Twitter or follow #LiveMed.

About CAVA

CAVA was born out of a desire to fuel full lives through a bold and
innovative food culture rooted in the heritage of the culinary brand's
founders Ted Xenohristos, Ike Grigoropoulos and Executive Chef Dimitri
Moshovitis. The three first-generation Greek Americans are childhood
friends who wanted to bring the authentic Mediterranean flavors and
experiences of their Greek upbringing to a wider audience in a modern,
accessible format. The trio then partnered with CAVA CEO Brett Schulman
to grow the company. Together, CAVA has evolved into an organization
with more than 60 chef-casual restaurants across 10 states and a
successful line of chef-crafted dips and spreads sold in more than 250
Whole Foods Market locations and other speciality grocery stores around
the country. By the end of 2018, CAVA will have 75 locations nationwide.
For a full list of open and upcoming locations, visit:
For more information, please visit and
follow CAVA on social media.

About ACT III Holdings

Act III Holdings is a Boston-based investment fund formed by Ron Shaich,
founder and chairman of Panera Bread. Act III is actively making
evergreen investments in restaurant and consumer-facing enterprises that
are building better competitive alternatives and have the potential to
dominate significant market niches. Act III portfolio companies benefit
from the experience of Act III's partners in building companies of value
and with values. Existing Act III investments include Cava, Clover Food
Lab, Open World, Tatte Bakery and Life Alive Organic Cafe.

About The Invus Group

Invus is a private investment firm based in New York. Invus benefits
from an evergreen investment structure managing family capital with a
long-term strategic perspective. Invus and its affiliates have been
investing in companies that seek to transform their industries since
1985. For more information, please visit at

Forward-Looking Statements

This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include, but are not limited to, statements
regarding the Company's proposed merger transaction with CAVA, the
financing of the proposed merger transaction, all statements regarding
the Company's expected future financial position, results of operations,
cash flows, dividends, financing plans, business strategy, budgets,
capital expenditures, competitive positions, growth opportunities, plans
and objectives of management, and statements containing the words such
as "anticipate," "approximate," "believe," "plan," "estimate," "expect,"
"project," "could," "would," "should," "will," "intend," "may,"
"potential," "upside," and other similar expressions. All statements in
this press release that are not historical facts, are forward-looking
statements that reflect the best judgment of the Company based upon
currently available information.

Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that actual
results may differ materially from the Company's expectations as a
result of a variety of factors, including, without limitation, those
discussed below. Such forward-looking statements are based upon
management's current expectations and include known and unknown risks,
uncertainties and other factors, many of which the Company is unable to
predict or control, that may cause its actual results, performance or
plans to differ materially from any future results, performance or plans
expressed or implied by such forward-looking statements. These
statements involve risks, uncertainties and other factors discussed
below and detailed from time to time in the Company's filings with the
Securities and Exchange Commission (the "SEC").

Risks and uncertainties related to the proposed merger include, but are
not limited to, the risk that the Company's stockholders do not approve
the merger, potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
merger, uncertainties as to the timing of the merger, adverse effects on
the Company's stock price resulting from the announcement of the merger
or the failure of the merger to be completed, competitive responses to
the announcement of the merger, the risk that regulatory, licensure or
other approvals required for the consummation of the merger are not
obtained or are obtained subject to terms and conditions that are not
anticipated, litigation relating to the merger, the inability to retain
key personnel, and any changes in general economic and/or
industry-specific conditions.

In addition to the factors set forth above, other factors that may
affect the Company's plans, results or stock price are set forth in its
most recent Annual Report on Form 10-K and in its subsequently filed
reports on Forms 10-Q and 8-K.

Many of these factors are beyond the Company's control. The Company
cautions investors that any forward-looking statements made by it are
not guarantees of future performance. The Company disclaims any
obligation to update any such factors or to announce publicly the
results of any revisions to any of the forward-looking statements to
reflect future events or developments.

Additional Information and Where to Find It

The Company will furnish to the SEC a report on Form 8-K regarding the
proposed transaction described in this announcement, which will include
the merger agreement. All parties desiring details regarding the merger
are urged to review these documents, which will be available at the
SEC's website (

This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. This communication may be deemed to be solicitation
material in respect of the proposed merger. In connection with the
merger, the Company will prepare and mail a proxy statement to its
shareholders. These documents will be filed with or furnished to the
SEC. Investors and shareholders are urged to read carefully and in their
entirety these materials and other materials filed with or furnished to
the SEC when they become available, as they will contain important
information about the Company, the merger and related matters. In
addition to receiving the proxy statement by mail, shareholders also
will be able to obtain these documents, as well as other filings
containing information about the Company, the merger and related
matters, without charge, from the SEC's website (
In addition, these documents can be obtained, without charge, by sending
an e-mail to,
along with complete contact details and a mailing address.

Participants in Solicitation

The Company and certain of its directors, executive officers and other
members of management and employees may, under SEC rules, be deemed to
be "participants" in the solicitation of proxies from shareholders with
respect to the merger. Information regarding the persons or entities who
may be considered "participants" in the solicitation of proxies will be
set forth in the proxy statement relating to the merger when it is filed
with the SEC. Information regarding the directors and executive officers
of the Company is set forth in the proxy statement for the Company's
2018 Annual Meeting of Stockholders, which was filed with the SEC on
April 24, 2018. Additional information regarding the interests of such
potential participants will be included in the proxy statement and the
other relevant documents to be filed with the SEC.

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