Celsius Management to Conduct Conference Call
at 2:00 p.m. ET Detailing
PepsiCo Distribution Agreement and Investment
BOCA
RATON, Fla., Aug. 1, 2022
/PRNewswire/ -- PepsiCo, Inc., (NASDAQ: PEP) and Celsius
Holdings, Inc., (NASDAQ: CELH), maker of a leading global fitness
energy drink, CELSIUS®, today announced a definitive agreement
forging a long-term strategic distribution arrangement. The
distribution agreement initially transitions Celsius' current U.S.
distribution to PepsiCo's best-in-class capabilities. As part of
the transaction, PepsiCo will also make an investment in Celsius in
support of its growth agenda and will nominate a director to serve
on Celsius' Board of Directors.
The long-term U.S. distribution agreement is effective on
August 1, 2022 and, subject to
certain exceptions, includes retail and food service channels.
PepsiCo will also become the preferred distribution partner
globally for Celsius.
As part of the transaction, PepsiCo will make a net cash
investment of $550 million to Celsius
in exchange for convertible preferred stock. Shares underlying the
transaction were priced at $75 per
share, or approximately 7.33 million shares, which equates to an
estimated 8.5% ownership in Celsius on an as-converted basis. The
preferred shares are entitled to a 5% annual dividend.
"We are extremely pleased to partner with Celsius and excited
about the opportunity for our two organizations to drive growth and
innovation in the energy beverage category," said Kirk Tanner, CEO, PepsiCo Beverages North
America. "The Celsius brand's growing momentum coupled with the
strength of PepsiCo's portfolio and go-to-market capabilities
create a combination we believe will be very compelling and
valuable to retailers and consumers. We are looking forward to
seeing the impact these two outstanding organizations can make
together to more fully capture energy occasions."
Celsius President, Chairman and CEO, John Fieldly, commented, "I would first like to
thank our employees and partners who have helped facilitate our
rapid growth. We believe the opportunity to partner with a global
best-in-class distributor provides Celsius with significant
near-term additional shelf space in both existing retailers as well
as new expansion within the independent retailers that represent a
significant portion of the U.S. convenience and gas channel where
approximately 70% of energy drinks are sold. It also provides a
strategic partnership that is expected to accelerate growth for
both companies globally. In addition, this partnership will drive
efficiencies allowing our teams to consolidate sales, marketing,
and distribution efforts with associated cost benefits, which we
expect to recognize once the initial transition is completed. We
look forward to partnering with PepsiCo and maximizing the
opportunities we see ahead for Celsius and our shareholders."
Celsius Conference Call. Celsius will hold a conference call
to discuss this announcement.
Monday, August 1, 2022 at
2:00 pm ET
This press release as well as a related slide presentation will
be accessible on Celsius' website at
https://www.celsiusholdingsinc.com/PepsiCo_Partnership/ beginning
prior to the scheduled broadcast of the conference call. To
participate in the Celsius conference call, please call one of the
following telephone numbers at least 10 minutes before the start of
the call:
US:
|
877-709-8150
|
International:
|
201-689-8354
|
Live webcast:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=RmAiflM3
An audio replay of the call will be available on Celsius'
website at:
https://www.celsiusholdingsinc.com/press-releases/
Advisors
UBS Investment Bank and Stifel, Nicolaus & Company,
Incorporated served as financial advisors and Holland & Knight LLP served as legal
advisor to Celsius. Centerview Partners LLC served as financial
advisor and Gibson, Dunn & Crutcher LLP served as lead counsel
to PepsiCo, and Davis Polk &
Wardwell LLP as U.S. tax counsel.
About PepsiCo
PepsiCo products are enjoyed by consumers more than one billion
times a day in more than 200 countries and territories around the
world. PepsiCo generated more than $79
billion in net revenue in 2021, driven by a complementary
beverage and convenient foods portfolio that includes Lay's,
Doritos, Cheetos, Gatorade, Pepsi-Cola, Mountain Dew, Quaker, and
SodaStream. PepsiCo's product portfolio includes a wide range of
enjoyable foods and beverages, including many iconic brands that
generate more than $1 billion each in
estimated annual retail sales.
Guiding PepsiCo is our vision to Be the Global Leader in
Beverages and Convenient Foods by Winning with PepsiCo Positive
(pep+). pep+ is our strategic end-to-end transformation that puts
sustainability and human capital at the center of how we will
create value and growth by operating within planetary boundaries
and inspiring positive change for planet and people. For more
information, visit www.pepsico.com.
About Celsius Holdings,
Inc.
Celsius Holdings, Inc. (Nasdaq: CELH), is a global consumer
packaged goods company with a proprietary, clinically proven
formula for its master brand CELSIUS®. A lifestyle energy drink
born in fitness and a pioneer in the rapidly growing energy
category. CELSIUS® offers proprietary, functional, essential energy
formulas clinically-proven to offer significant health benefits to
its users. CELSIUS® is backed by six university studies that were
published in peer-reviewed journals validating the unique benefits
CELSIUS® provides. For more information, please visit:
http://www.celsiusholdingsinc.com
Celsius Forward-Looking
Statements
This press release may contain statements that are not
historical facts and are considered forward-looking within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements contain projections of Celsius
Holdings' future results of operations and/or financial position,
or state other forward-looking information, including all
statements regarding the distribution agreement with PepsiCo, such
as future international opportunities and all statements regarding
the impact of the transactions with PepsiCo on Celsius Holdings'
business, financial condition, and operating results such as
providing Celsius Holdings with significant near-term additional
shelf space in both existing retailers as well as new expansion
within the independent retailers that represent a significant
portion of the U.S. convenience and gas channel. In some cases, you
can identify these statements by forward-looking words such as
"anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "should," "will," "would," or similar words. You should not
rely on forward-looking statements since Celsius Holdings' actual
results may differ materially from those indicated by
forward-looking statements as a result of a number of important
factors. These factors include but are not limited to: the impact
of and the ability to complete and integrate strategic
partnerships, including the distribution partnership with PepsiCo;
general economic and business conditions; Celsius Holdings'
business strategy for expanding its presence in its industry;
anticipated trends in Celsius Holdings' financial condition and
results of operation; the impact of competition and technology
change; existing and future regulations affecting Celsius Holdings'
business; Celsius Holdings' ability to satisfy in a timely manner,
all Securities and Exchange Commission (SEC) required filings and
the requirements of Section 404 of the Sarbanes-Oxley Act of 2002
and the rules and regulations adopted under that Section; and other
risks and uncertainties discussed in the reports Celsius Holdings
has filed previously with the Securities and Exchange Commission.
Celsius Holdings does not intend to and undertakes no duty to
update the information contained in this press release.
PepsiCo Cautionary
Statement
Statements in this release that are "forward-looking statements"
are based on currently available information, operating plans and
projections about future events and trends. Terminology such as
"anticipate," "believe," and "intend," or similar statements or
variations of such words and other similar expressions are intended
to identify forward looking statements, although not all
forward-looking statements contain such terms. Forward-looking
statements inherently involve risks and uncertainties that could
cause PepsiCo's actual results to differ materially from those
predicted in such forward looking statements. Such risks and
uncertainties include, but are not limited to: damage PepsiCo's
reputation or brand image; product recalls or other issues or
concerns with respect to product quality and safety; changes in the
retail landscape; and increased commodity, packaging,
transportation, labor and other input costs.
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 Securities and
Exchange Commission, 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. We undertake no obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Celsius Investor Relations:
Cameron Donahue
(651) 707-3532
cdonahue@celsius.com
PepsiCo Media Contact:
Kristen Mueller
(615) 294-2954
Kristen.Mueller@pepsico.com
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SOURCE Celsius Holdings, Inc.