PepsiCo Announces Final Results of Elections Regarding Merger Consideration for Bottler Acquisitions

PURCHASE, N.Y., March 2 /PRNewswire-FirstCall/ -- PepsiCo, Inc. (NYSE: PEP) announced today the final results of the elections made by former The Pepsi Bottling Group, Inc. (PBG) and PepsiAmericas, Inc. (PAS) stockholders as to the form of merger consideration they wish to receive in the acquisitions of PBG and PAS by PepsiCo.  The acquisitions closed on February 26, 2010.

Of the approximately 153,024,394 shares of PBG common stock outstanding as of the closing of the acquisitions that were not held by PepsiCo or its subsidiaries, valid cash elections were made with respect to 1,671,375 shares of PBG common stock (approximately 1.1% of the outstanding shares of PBG common stock not held by PepsiCo or its subsidiaries).  

Of the approximately 70,863,059 shares of PAS common stock outstanding as of the closing of the acquisitions that were not held by PepsiCo or its subsidiaries, valid cash elections were made with respect to 2,303,820 shares of PAS common stock (approximately 3.3% of the outstanding shares of PAS common stock not held by PepsiCo or its subsidiaries).

Based on the election results above and the terms of the merger agreements:

  • former PBG stockholders who made valid elections to receive cash consideration will receive cash consideration for 100% of their cash election shares;
  • former PAS stockholders who made valid elections to receive cash consideration will receive cash consideration for 100% of their cash election shares;
  • former 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
  • former 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.

Pursuant to the merger agreements between PepsiCo and PBG and PAS, fractional shares of PepsiCo common stock will not be issued.  In lieu thereof, former PBG and PAS stockholders will receive cash for their fractional share interests based on the $62.30 closing price of PepsiCo common stock on February 25, 2010 (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 19 different product lines that each generates more than $1 billion in annual retail sales.  Our main businesses - Frito-Lay, Quaker, Pepsi-Cola, Tropicana and Gatorade - also make hundreds of other nourishing, tasty foods and drinks that bring joy to our consumers in more than 200 countries.  With annualized revenues of nearly $60 billion, PepsiCo's people 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.  In recognition of its continued sustainability efforts, PepsiCo was named for the third time to the Dow Jones Sustainability World Index (DJSI World) and for the fourth time to the Dow Jones Sustainability North America Index (DJSI North America) in 2009. For more information, please visit www.pepsico.com.

SOURCE PepsiCo, Inc.