SC14D9C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

under Section 14(d)(4) of the Securities Exchange Act of 1934

Jamba, Inc.

(Name of Subject Company)

Jamba, Inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

47023A309

(CUSIP Number of Class of Securities)

Marie L. Perry

Chief Financial Officer,

Chief Administrative Officer, Executive Vice President and Secretary

Jamba, Inc.

3001 Dallas Pkwy, Suite 140

Frisco, Texas 75034

(469) 294-9800

(Name, address and telephone number of person authorized

to receive notice and communications on behalf of the persons filing statement)

With copies to:

Eric Wang, Esq.
Brandee Fernandez, Esq.
DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, CA 94303
(650) 833-2000 Josh Nicosia
General Counsel and Vice President, Development
Jamba, Inc.
3001 Dallas Pkwy, Suite 140
Frisco, Texas 75034
(469) 294-9800

xCheck the box below if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 filing consists of the following communications related to the proposed acquisition of Jamba, Inc. (the “Company” or “Jamba”), by Focus Brands Inc., a Delaware corporation (“Parent”) and Jay Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the terms of the Agreement and Plan of Merger dated August 1, 2018 (the “Merger Agreement”), among the Company, Merger Sub and Parent:

·The information set forth under Items 1.01, 5.03, 8.01 and 9.01 of the Current Report on Form 8-K filed by Jamba on August 2, 2018 (including all exhibits attached thereto) is incorporated herein by reference.

·Exhibit 99.1: Letter to Company Employees

Exhibit 99.2: Talking Points for Employee Meetings regarding the Merger

Exhibit 99.3: FAQ for Employees

Exhibit 99.4: Letter to Franchisees

Exhibit 99.5: Talking Points for Vendor Meetings regarding the Merger

Notice to Investors

The proposed acquisition of the Company (the “tender offer”) described above has not yet commenced. This communication is for informational purposes only and is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Company stock. At the time the tender offer is commenced, Merger Sub will file a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a solicitation/recommendation statement with respect to the tender offer. Investors and stockholders of the Company are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement and other documents that Merger Sub files with the SEC will be made available to all stockholders of the Company free of charge from the information agent for the tender offer.  The solicitation/recommendation statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at www.ir.jambajuice.com.

Forward-Looking Statements

Certain forward-looking statements made in this communication, including any statements as to future results of operations and financial projections, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the surviving company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing.  Forward-looking statements are based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict.  As a result,  actual future results and trends may differ materially from what is forecast in forward-looking statements.   The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements:  (i) uncertainties as to the timing of the tender offer; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (vi) the possibility that prior to the completion of the transactions contemplated by the Merger Agreement, the Company’s business may experience significant disruptions due to transaction-related uncertainty; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by Parent, Merger Sub and the Company, as applicable.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

2

EX-99.1

Exhibit 99.1

Letter to Company Employees

Internal Announcement:

Jamba Family —

I want to share some important and exciting news that is being announced publicly this morning.  After a comprehensive and careful evaluation of various strategic alternatives for our company, the Board of Directors and I have agreed to enter into a merger agreement with Focus Brands.

Many of you have asked me why a company our size is publicly traded given that the financial burden of being public takes away resources that could be better deployed to support our growth plans.  This transaction will take Jamba out of the public markets as we become a part of privately held Focus Brands and it will allow for the right allocation of resources for growth.  We anticipate that the transaction will close within the next 2 months, as it is subject to the tender of a majority of the outstanding shares of Jamba common stock and other customary closing conditions.

Focus Brands is the franchisor and operator of more than 5,000 restaurants, cafes, ice cream shoppes and bakeries in the United States, the District of Columbia, Puerto Rico and over 50 foreign countries under the brand names Carvel®, Cinnabon®, Schlotzsky’s®, Moe’s Southwest Grill®, Auntie Anne’s® and McAlister’s Deli®, as well as Seattle’s Best Coffee® on certain military bases and in certain international markets.  As we have spent time with the Focus team, I’ve become confident that they share our values and a commitment to the long term success of our iconic brand. I know that Jamba will be a great fit within the Focus portfolio.

We will spend time with the Focus team over the next few weeks to understand more about their strategy and outlining an integration plan.  While this process is unfolding, it’s important that we all focus on our work without interruption, continue to perform at a high level of excellence, and try not to be distracted by the closing activities.

I’ll be able to answer more questions in our townhall meeting this morning, but as you have questions over the next few weeks, feel free to reach out to me or any member of the Operating Committee.  As always, please refer any outside inquires to Josh or Todd, and keep in mind that we continue to be a publically traded company whose communications and disclosures must be handled in an appropriate and compliant manner.

As always, thanks for your support and for everything you do for Jamba.

Dave

Additional Information and Where to Find It

The proposed acquisition (the “tender offer”) of Jamba, Inc. (“Company”) described above has not yet commenced. This communication is for informational purposes only and is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Company stock. At the time the tender offer is commenced, Jay Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Focus Brands Inc. (“Parent”) will file a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a solicitation/recommendation statement with respect to the tender offer. Investors and stockholders of the Company are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement and other documents that Merger Sub files with the SEC will be made available to all stockholders of the Company free of charge from the information agent for the tender offer.  The solicitation/recommendation statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at www.ir.jambajuice.com.

Forward-Looking Statements

Certain forward-looking statements made in this communication, including any statements as to future results of operations and financial projections, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the surviving company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing.  Forward-looking statements are based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict.  As a result,  actual future results and trends may differ materially from what is forecast in forward-looking statements.   The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements:  (i) uncertainties as to the timing of the tender offer; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (vi) the possibility that prior to the completion of the transactions contemplated by the merger agreement, the Company’s business may experience significant disruptions due to transaction-related uncertainty; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by Parent, Merger Sub and the Company, as applicable.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Parent, Merger Sub and the Company do not undertake any obligation to update or publicly release any revisions to any forward looking statements to reflect events, circumstances or changes in expectations after the date of this communication.

EX-99.2

Exhibit 99.2

Talking Points for Employee Meetings regarding the Merger

Internal Talking Points

Background

·With our pivot over the last few years to being primarily a franchise business, we have seen the expected reduction in total revenue

·While revenues have declined as expected, (they now largely consist of franchise royalties), the costs of maintaining our status as a publicly traded company have remained constant.

·The reduction in revenue makes it very expensive for Jamba to continue to operate as a public company.

oResources required

oCost of being public

oDistraction from focus on the business

·As a result, we have been exploring our options to exit the public market and take our company private again.

·In order to do that, we engaged Northpoint Capital as our advisors and over the last 4 months, we conducted a thorough and comprehensive process to identify and assess our options.

The Decision

·Following the completion of this process, along with a detailed review and discussion with our board, we have decided to accept an offer from Focus Brands to merge the company with them and incorporate Jamba into the Focus portfolio.

Who is Focus Brands, Inc.

·Focus Brands is the franchisor and operator of more than 5,000 restaurants, cafes, ice cream shoppes and bakeries in the United States, the District of Columbia, Puerto Rico and over 50 foreign countries under the brand names Carvel®, Cinnabon®, Schlotzsky’s®, Moe’s Southwest Grill®, Auntie Anne’s® and McAlister’s Deli®, as well as Seattle’s Best Coffee® on certain military bases and in certain international markets.  Focus is owned by affiliates of Roark, a private equity firm that owns a wide variety of restaurants like Buffalo Wild Wings, Jimmy John’s, Arby’s, and others.

·Focus brings a terrific history of franchise success and a deep set of capabilities to support their brands and their franchise communities.

·We are excited to be able to access these capabilities for the benefit of our franchisees and are confident this decision is in the best interest of our brand, our franchisees, our shareholders and our employees.

What Happens Next?

·The transaction will likely take about 2 months to complete and there will be a lot of work to be completed by all sides in that period.

·At the same time, we must also focus on continuing to drive the Jamba business forward during this period.

·We will spend time with Focus over the next days and weeks to understanding more about their strategy and initial thoughts for integrating Jamba into their portfolio.

·While this process is obviously a significant distraction, I encourage each of us to focus on our work at hand and continue to perform at your usual very high level of excellence.

What does this mean for my job?

·At this point, we have not discussed any specific organizational plans with the Focus team and so there are no immediate changes to anyone’s role.

·The Focus team has consistently voiced their positive impression of the Jamba team and what you all have accomplished over the last 2 years.

·They also pointed out that not all of their businesses are based at their headquarters in Atlanta (Auntie Anne’s remains in Pennsylvania).

·More specific discussions about their plans will take place as the process unfolds.

·The Focus team are an experienced and very high integrity team and so I am confident that they will approach all of these questions in a thoughtful and empathetic way, consistent with the values that we hold at Jamba.

How Will We Be Kept Up To Date on What’s happening?

·As you have questions while the merger process is being completed, feel free to reach out to me or anyone on the Operating Committee.

·As always, please refer any outside inquires to Josh, Todd, or myself and keep in mind that we continue to be a publically traded company whose communication and disclosure must be handled in an appropriate and confidential manner.

·You have my commitment that we will communicate everything we can as soon as we can.

Questions?

Additional Information and Where to Find It

The proposed acquisition (the “tender offer”) of Jamba, Inc. (“Company”) described above has not yet commenced. This communication is for informational purposes only and is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Company stock. At the time the tender offer is commenced, Jay Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Focus Brands Inc. (“Parent”) will file a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a solicitation/recommendation statement with respect to the tender offer. Investors and stockholders of the Company are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement and other documents that Merger Sub files with the SEC will be made available to all stockholders of the Company free of charge from the information agent for the tender offer.  The solicitation/recommendation statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at www.ir.jambajuice.com.

Forward-Looking Statements

Certain forward-looking statements made in this communication, including any statements as to future results of operations and financial projections, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the surviving company’s

business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing.  Forward-looking statements are based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict.  As a result,  actual future results and trends may differ materially from what is forecast in forward-looking statements.   The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements:  (i) uncertainties as to the timing of the tender offer; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (vi) the possibility that prior to the completion of the transactions contemplated by the merger agreement, the Company’s business may experience significant disruptions due to transaction-related uncertainty; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by Parent, Merger Sub and the Company, as applicable.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Parent, Merger Sub and the Company do not undertake any obligation to update or publicly release any revisions to any forward looking statements to reflect events, circumstances or changes in expectations after the date of this communication.

EX-99.3

Exhibit 99.3

FAQ for Employees

Internal FAQ:

Why did Jamba engage in a process to be acquired?

Being a public company has many benefits, but is also costly for a company our size.  Becoming private will allow us to more effectively allocate resources to support the long term growth of our brand.

Why Focus Brands?

Focus Brands is the franchisor and operator of more than 5,000 restaurants, cafes, ice cream shoppes and bakeries in the United States, the District of Columbia, Puerto Rico and over 50 foreign countries under the brand names Carvel®, Cinnabon®, Schlotzsky’s®, Moe’s Southwest Grill®, Auntie Anne’s® and McAlister’s Deli®, as well as Seattle’s Best Coffee® on certain military bases and in certain international markets.  Focus is owned by affiliates of Roark, a private equity firm that has a variety of restaurants and other businesses it invests in.

We believe Focus Brands is a great fit for us because of its portfolio of restaurant brands.  We feel Jamba would fit well into this portfolio, and would be able to leverage resources and their existing franchise system to enable growth.

Will they move the company headquarters?

We don’t know that at this point.  While Focus is headquartered in Atlanta, they have brands that they have acquired like Auntie Anne’s, who continue to be headquartered where they were when they were acquired; Pennsylvania in their case.

Is my job in danger?

The deal is not yet closed and won’t be for the next 2 months.  We will find out more from Focus in the coming days and weeks.  If there are any changes that are coming, you will know them when we know them.  Please stay focused on your role. Focus was interested in the brand because of the great work this team has done.

What do we do with strategic projects that are in process, like Continuum?

We believed all of these projects are important for our future which is why we engaged in them.  We have no reason to believe that Focus won’t be interested in continuing these initiatives, but this is one of the topics that we will need to discuss with them before we advance the projects further.

What should we tell our vendors?

Operating Committee members are reaching out to key vendors to let them know that we’ve engaged in this process.  However, we are operating business as usual.  We will share more information with them as it becomes available.

We were supposed to get our 2018 equity grant in August of this year.  What happens to that?

Because of this transaction, we have suspended the equity program for the time being since upon closing the deal, we will no longer be public.  However, one of the terms of the merger agreement is that all of your existing time-based equity grants will have accelerated vesting upon closing.  This would mean that all of your outstanding time-based equity grants at deal close would be payable when the transaction closes, not just the currently vested shares.

What happens to my medical, vacation, etc?

All of these benefits, PTO and other perqs are business as usual.

What are we doing with open positions?

We need to run the business as we normally do.  That being said, we want to be thoughtful about how to do this in this period of uncertainty.  We will handle open positions on a case by case basis.

What happens to our bonus?

Nothing is changing as it pertains to this as we know it.  If there are changes, we will let you know as we know it.

Additional Information and Where to Find It

The proposed acquisition (the “tender offer”) of Jamba, Inc. (“Company”) described above has not yet commenced. This communication is for informational purposes only and is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Company stock. At the time the tender offer is commenced, Jay Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Focus Brands Inc. (“Parent”) will file a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a solicitation/recommendation statement with respect to the tender offer. Investors and stockholders of the Company are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement and other documents that Merger Sub files with the SEC will be made available to all stockholders of the Company free of charge from the information agent for the tender offer.  The solicitation/recommendation statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at www.ir.jambajuice.com.

Forward-Looking Statements

Certain forward-looking statements made in this communication, including any statements as to future results of operations and financial projections, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the surviving company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing.  Forward-looking statements are based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict.  As a result,  actual future results and trends may differ materially from what is forecast in forward-looking statements.   The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements:  (i) uncertainties as to the timing of the tender offer; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (vi) the possibility that prior to the completion of the transactions contemplated by the merger agreement, the Company’s business may experience significant disruptions due to transaction-related uncertainty; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger

agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by Parent, Merger Sub and the Company, as applicable.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Parent, Merger Sub and the Company do not undertake any obligation to update or publicly release any revisions to any forward looking statements to reflect events, circumstances or changes in expectations after the date of this communication.

EX-99.4

Exhibit 99.4

Letter to Franchisees

Franchise Announcement:

Franchise Partners –

I want to share some important news that is being announced publicly this morning.  After a comprehensive and careful evaluation of various strategic alternatives for our company, the Board of Directors and I have agreed to enter into a merger agreement with Focus Brands.

Many of you have asked me why a company our size is publicly traded given that the financial burden of being public takes away resources that could be better deployed to support our growth plans.  This transaction will take Jamba out of the public markets as we become a part of privately held Focus Brands and it will allow for the right allocation of resources for growth.  We anticipate that the transaction will close over the next 2 months, as it is subject to the tender of a majority of the outstanding shares of Jamba common stock and other customary closing conditions.

Focus Brands is the franchisor and operator of more than 5,000 restaurants, cafes, ice cream shoppes and bakeries in the United States, the District of Columbia, Puerto Rico and over 50 foreign countries under the brand names Carvel®, Cinnabon®, Schlotzsky’s®, Moe’s Southwest Grill®, Auntie Anne’s® and McAlister’s Deli®, as well as Seattle’s Best Coffee® on certain military bases and in certain international markets.

In spending time with the Focus team, I’ve become confident that they share our values and a commitment to the long term success of our iconic brand. They are well respected franchisors and supporters of their franchise communities. I know that Jamba will be a great fit within the Focus portfolio.

Over the next two months, it will be business as usual and the Jamba team will be focused on supporting you and your organizations.  Feel free to reach out to any OpCom member with any questions along the way.

As always, thanks for your support and for everything you do for Jamba.

Dave

Additional Information and Where to Find It

The proposed acquisition (the “tender offer”) of Jamba, Inc. (“Company”) described above has not yet commenced. This communication is for informational purposes only and is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Company stock. At the time the tender offer is commenced, Jay Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Focus Brands Inc. (“Parent”) will file a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a solicitation/recommendation statement with respect to the tender offer. Investors and stockholders of the Company are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement and other documents that Merger Sub files with the SEC will be made available to all stockholders of the Company free of charge from the information agent for the tender offer.  The solicitation/recommendation statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at www.ir.jambajuice.com.

Forward-Looking Statements

Certain forward-looking statements made in this communication, including any statements as to future results of operations and financial projections, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the surviving company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing.  Forward-looking statements are based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict.  As a result,  actual future results and trends may differ materially from what is forecast in forward-looking statements.   The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements:  (i) uncertainties as to the timing of the tender offer; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (vi) the possibility that prior to the completion of the transactions contemplated by the merger agreement, the Company’s business may experience significant disruptions due to transaction-related uncertainty; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by Parent, Merger Sub and the Company, as applicable.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Parent, Merger Sub and the Company do not undertake any obligation to update or publicly release any revisions to any forward looking statements to reflect events, circumstances or changes in expectations after the date of this communication.

EX-99.5

Exhibit 99.5

Talking Points for Vendor Meetings regarding the Merger

Vendor Talking Points:

·After a comprehensive and careful evaluation of various strategic alternatives for our company, the Board of Directors and I have agreed to enter into a merger agreement with Focus Brands.

·This transaction will take Jamba out of the public markets as we become a part of privately held Focus Brands and it will allow for the right allocation of resources for growth.

·We anticipate that the transaction will close over the next 2 months, as it is subject to shareholder approval and other customary closing conditions.

·Focus Brands is the franchisor and operator of more than 5,000 restaurants, cafes, ice cream shoppes and bakeries in the United States, the District of Columbia, Puerto Rico and over 50 foreign countries under the brand names Carvel®, Cinnabon®, Schlotzsky’s®, Moe’s Southwest Grill®, Auntie Anne’s® and McAlister’s Deli®, as well as Seattle’s Best Coffee® on certain military bases and in certain international markets. Focus is owned by affiliates of Roark, a private equity firm that has successfully invested in a wide variety of restaurants, retail and other consumer businesses.

·Over the next two months, it will be business as usual and the Jamba team will be focused on supporting you and your organizations.

Additional Information and Where to Find It

The proposed acquisition (the “tender offer”) of Jamba, Inc. (“Company”) described above has not yet commenced. This communication is for informational purposes only and is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Company stock. At the time the tender offer is commenced, Jay Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Focus Brands Inc. (“Parent”) will file a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a solicitation/recommendation statement with respect to the tender offer. Investors and stockholders of the Company are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement and other documents that Merger Sub files with the SEC will be made available to all stockholders of the Company free of charge from the information agent for the tender offer.  The solicitation/recommendation statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at www.ir.jambajuice.com.

Forward-Looking Statements

Certain forward-looking statements made in this communication, including any statements as to future results of operations and financial projections, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the surviving company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing.  Forward-looking statements are based on management’s current expectations, beliefs, estimates, projections and assumptions. As such,

forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict.  As a result,  actual future results and trends may differ materially from what is forecast in forward-looking statements.   The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements:  (i) uncertainties as to the timing of the tender offer; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (vi) the possibility that prior to the completion of the transactions contemplated by the merger agreement, the Company’s business may experience significant disruptions due to transaction-related uncertainty; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by Parent, Merger Sub and the Company, as applicable.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Parent, Merger Sub and the Company do not undertake any obligation to update or publicly release any revisions to any forward looking statements to reflect events, circumstances or changes in expectations after the date of this communication.