Beverages

PepsiAmericas Says PepsiCo Proposal Not Acceptable

Follows Pepsi Bottling in rejecting acquisition bid
MINNEAPOLIS -- PepsiAmericas Inc. said that it has informed PepsiCo Inc. that its board of directors, based on the recommendation of the transactions committee, has unanimously determined that PepsiCo's nonbinding proposal to acquire all of the outstanding shares of PepsiAmericas' common stock that are not already owned by PepsiCo for $11.64 in cash and 0.223 shares of PepsiCo common stock per PepsiAmericas common share is not acceptable and is not in the best interest of the company's shareholders.

PepsiCo in late April proposed to acquire all of the outstanding shares [image-nocss] of common stock it does not already own in its two largest anchor bottlers, PepsiAmericas, its second-largest bottler, and The Pepsi Bottling Group Inc., its largest bottler. (Click here for previous CSP Daily News coverage.)

PepsiAmerica's transactions committee stated that PepsiCo's proposal significantly undervalues the strategic benefits of system consolidation. Fundamentally, the proposal does not reflect the value of PepsiAmericas' strengths and standalone strategies, as evidenced by the company's strong first-quarter results, it said. It also substantially undervalues the synergies that can be obtained in the proposed transaction.

PepsiAmericas also announced today that it amended its existing rights agreement to extend the expiration date of the rights agreement from May 20, 2009 to May 20, 2010.

Earlier this week, Somers, N.Y.-based Pepsi Bottling also announced that its board has rejected as "grossly inadequate" the proposal by PepsiCo to acquire all outstanding shares of common stock of PBG not owned by PepsiCo for a combination of cash and PepsiCo common stock. (Click here for previous coverage.)

Goldman, Sachs & Co. is serving as financial advisor and Briggs & Morgan, P.A. and Sullivan & Cromwell LLP are serving as legal counsel to Minneapolis-based PepsiAmericas.

PepsiAmericas is the world's second-largest manufacturer, seller and distributor of PepsiCo beverages. With annual sales of $4.9 billion in 2008, PepsiAmericas operates 33 manufacturing facilities and more than 175 distribution centers across its markets. It serves a population of more than 200 million in a significant portion of a 19-state region in the United States; Central and Eastern Europe, including Ukraine, Poland, Romania, Hungary, the Czech Republic and Slovakia; and the Caribbean.

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