PepsiCo Announces Preliminary Results of Elections Regarding Merger Consideration for Bottler Acquisitions
19 Fevereiro 2010 - 11:00AM
PR Newswire (US)
PURCHASE, N.Y., Feb. 19 /PRNewswire-FirstCall/ -- PepsiCo, Inc.
(NYSE: PEP) announced today the preliminary results of the
elections made by The Pepsi Bottling Group, Inc. (NYSE:PBG) and
PepsiAmericas, Inc. (NYSE:PAS) stockholders as to the form of
merger consideration they wish to receive in the acquisitions of
PBG and PAS by PepsiCo. PepsiCo hopes to close the acquisitions,
which remain subject to regulatory approvals and the satisfaction
of other customary closing conditions, by the end of February 2010.
The merger consideration elections are subject to proration so
that, in the aggregate: -- in the case of PBG, 50% of the shares of
PBG common stock outstanding not held by PepsiCo or its
subsidiaries immediately prior to the closing of the transaction
will be converted into the right to receive $36.50 in cash, without
interest, per share of PBG common stock, and the remaining 50% of
PBG common stock outstanding not held by PepsiCo or its
subsidiaries immediately prior to the closing of the transaction
will be converted into the right to receive 0.6432 shares of
PepsiCo common stock; and -- in the case of PAS, 50% of the shares
of PAS common stock outstanding not held by PepsiCo or its
subsidiaries immediately prior to the closing of the transaction
will be converted into the right to receive $28.50 in cash, without
interest, per share of PAS common stock, and the remaining 50% of
PAS common stock outstanding not held by PepsiCo or its
subsidiaries immediately prior to the closing of the transaction
will be converted into the right to receive 0.5022 shares of
PepsiCo common stock. Shares of PBG common stock, PBG Class B
common stock and PAS common stock held by PepsiCo or its
subsidiaries will either be cancelled or converted into the right
to receive shares of PepsiCo common stock. For a more detailed
description of the proration procedures, please refer to the
applicable proxy statement/prospectus. Based on available
information, of the approximately 153,023,394 shares of PBG common
stock outstanding as of the election deadline of 5:00 p.m. Eastern
Standard Time on February 18, 2010 that were not held by PepsiCo or
its subsidiaries, cash elections were made with respect to
approximately 1,671,436 shares of PBG common stock (1.1% of the
outstanding shares of PBG common stock not held by PepsiCo or its
subsidiaries). The cash elections with respect to 6,067 of the
foregoing shares were made pursuant to the notice of guaranteed
delivery procedure, as described below. Based on available
information, of the approximately 70,862,059 shares of PAS common
stock outstanding as of the election deadline of 5:00 p.m. Eastern
Standard Time on February 18, 2010 that were not held by PepsiCo or
its subsidiaries, cash elections were made with respect to
approximately 2,304,733 shares of PAS common stock (3.3% of the
outstanding shares of PAS common stock not held by PepsiCo or its
subsidiaries). The cash elections with respect to 16,103 of the
foregoing shares were made pursuant to the notice of guaranteed
delivery procedure, as described below. Cash elections with respect
to PBG and PAS shares pursuant to the notice of guaranteed delivery
procedure require the delivery of PBG and PAS share certificates
representing such shares (or a confirmation evidencing the
book-entry transfer of such shares) to the exchange agent, The Bank
of New York Mellon, by 5:00 p.m. Eastern Standard Time on February
23, 2010. If the exchange agent does not receive the required
certificates or confirmation by this guaranteed delivery deadline,
the PBG and PAS shares subject to such election will be treated as
shares for which a valid cash election was not made. Based on the
preliminary results above and the terms of the merger agreements:
-- PBG stockholders who made valid elections to receive cash
consideration will receive cash consideration for 100% of their
cash election shares; -- PAS stockholders who made valid elections
to receive cash consideration will receive cash consideration for
100% of their cash election shares; -- PBG stockholders who did not
make valid elections to receive cash consideration will, as a
result of proration, receive cash consideration for approximately
49.4% of their shares and shares of PepsiCo common stock for
approximately 50.6% of their shares; and -- PAS stockholders who
did not make valid elections to receive cash consideration will, as
a result of proration, receive cash consideration for approximately
48.3% of their shares and shares of PepsiCo common stock for
approximately 51.7% of their shares. The final results of the
elections are expected to be announced on or about the third
business day following the closing of the acquisitions. Pursuant to
the merger agreements between PepsiCo and PBG and PAS, fractional
shares of PepsiCo common stock will not be issued. In lieu thereof,
PBG and PAS stockholders will receive cash for their fractional
share interests based on the closing prices of PepsiCo common stock
on the last trading day prior to the closing of the transactions.
About PepsiCo PepsiCo offers the world's largest portfolio of
billion-dollar food and beverage brands, including 18 different
product lines that each generate more than $1 billion in annual
retail sales. Our main businesses - Frito-Lay, Quaker, Pepsi-Cola,
Tropicana and Gatorade - also make hundreds of other tasty foods
and drinks that bring joy to our consumers in over 200 countries.
With more than $43 billion in 2009 revenues, PepsiCo employs
approximately 203,000 people who are united by our unique
commitment to sustainable growth, called Performance with Purpose.
By dedicating ourselves to offering a broad array of choices for
healthy, convenient and fun nourishment, reducing our environmental
impact, and fostering a diverse and inclusive workplace culture,
PepsiCo balances strong financial returns with giving back to our
communities worldwide. For more information, please visit
http://www.pepsico.com/. Statements in this communication that are
"forward-looking statements" are based on currently available
information, operating plans and projections about future events
and trends. They inherently involve risks and uncertainties that
could cause actual results to differ materially from those
predicted in such forward-looking statements. Such risks and
uncertainties include, but are not limited to: PepsiCo's ability to
consummate the acquisitions of PBG and PAS and to achieve the
synergies and value creation contemplated by the proposed
acquisitions; PepsiCo's ability to promptly and effectively
integrate the businesses of PBG, PAS and PepsiCo; the timing to
consummate the proposed acquisitions and any necessary actions to
obtain required regulatory approvals; the diversion of management
time on transaction-related issues; changes in demand for PepsiCo's
products, as a result of shifts in consumer preferences or
otherwise; increased costs, disruption of supply or shortages of
raw materials and other supplies; unfavorable economic conditions
and increased volatility in foreign exchange rates; PepsiCo's
ability to build and sustain proper information technology
infrastructure, successfully implement its ongoing business process
transformation initiative or outsource certain functions
effectively; damage to PepsiCo's reputation; trade consolidation,
the loss of any key customer, or failure to maintain good
relationships with PepsiCo's bottling partners, including as a
result of the proposed acquisitions; PepsiCo's ability to hire or
retain key employees or a highly skilled and diverse workforce;
changes in the legal and regulatory environment; disruption of
PepsiCo's supply chain; unstable political conditions, civil unrest
or other developments and risks in the countries where PepsiCo
operates; and risks that benefits from PepsiCo's Productivity for
Growth initiative may not be achieved, may take longer to achieve
than expected or may cost more than currently anticipated. For
additional information on these and other factors that could cause
PepsiCo's actual results to materially differ from those set forth
herein, please see PepsiCo's filings with the SEC, including its
most recent annual report on Form 10-K and subsequent reports on
Forms 10-Q and 8-K. Investors are cautioned not to place undue
reliance on any such forward-looking statements, which speak only
as of the date they are made. PepsiCo undertakes no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise. DATASOURCE: PepsiCo, Inc.
CONTACT: Investor, Lynn A. Tyson, Senior Vice President, Investor
Relations, +1-914-253-3035, , or Media, Dave DeCecco, Director,
Media Bureau, +1-914-253-2655, Web Site: http://www.pepsico.com/
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