Panera Bread Co. ("Panera") is an American chain store of bakery-café fast casual restaurants with over 2,000 locations in the United States and Canada.

According to the Complaint, on April 5, 2017, the Company announced that it had entered into an agreement and plan of merger, by which JAB will acquire all of the outstanding shares of Panera in an all-cash transaction (the “Proposed Transaction”). If consummated, Panera stockholders will receive $ $315.00 cash for each share of Panera stock that they own. The Proposed Transaction is valued at approximately $7.5 billion.

The Complaint alleges on May 12, 2017, Defendants issued a materially incomplete and misleading disclosures in the Schedule 14A Information Statement (the “Proxy Statement”) filed with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Proxy Statement is materially misleading in that it fails to provide adequate disclosure of material information related to the Proposed Transaction.

This case was voluntarily dismissed as moot on July 17, 2017.