PURCHASE, N.Y., March 10, 2011 /PRNewswire/ -- PepsiCo, Inc.
(NYSE: PEP) announced today the commencement of its previously
announced tender offers in Russia
and the United States for all
outstanding ordinary shares and American Depositary Shares (ADSs)
of Wimm-Bill-Dann Foods OJSC (NYSE: WBD) for 3,883.70 Russian
rubles per share and 970.925 Russian rubles per ADS. The
Russian offer is being made to all holders of ordinary shares and
the U.S. offer is being made to all holders of ADSs. The U.S.
offer price is equal to the Russian offer share price after
adjustment for the four-to-one ratio of ADSs to shares. The
U.S. offer price will be converted to U.S. dollars at the spot
market conversion rates available to the ADS depositary during the
conversion period and paid to tendering ADS holders using the
weighted average of the conversion rates, less certain fees under
the ADS depositary agreement and applicable taxes, if any.
PepsiCo was required, under Russian law, to launch the Russian
offer because of its recent acquisition of approximately 77% of
Wimm-Bill-Dann.
The Russian offer will expire at 6:00
p.m., Moscow time, on
Thursday, May 19, 2011. The
U.S. offer is scheduled to expire at 12:00
p.m. noon, New York City
time, on Monday, May 16, 2011, three
business days before the Russian offer, to permit the shares
underlying the tendered ADSs to be subsequently tendered into the
Russian offer.
The offers are not subject to any conditions, and as a result,
all shares and ADSs validly tendered and not withdrawn prior to the
applicable expiration date will be accepted for payment.
After expiration of the offers, and assuming the applicable
requirements are met, PepsiCo plans to cause Wimm-Bill-Dann to
delist the shares from the Russian Trading System, delist the ADSs
from the New York Stock Exchange, terminate the registration of the
ADSs and shares under the U.S. Securities Exchange Act of 1934, as
amended, and terminate the ADS deposit agreement. In
addition, if as a result of consummation of the Russian offer,
PepsiCo owns shares representing more than 95% of the outstanding
shares of Wimm-Bill-Dann, PepsiCo intends to purchase any
Wimm-Bill-Dann shares (including shares represented by ADSs and
GDSs) not owned by PepsiCo pursuant to Russian law "squeeze-out"
procedures.
Holders of Global Depositary Shares (GDSs) of Wimm-Bill-Dann
cannot tender GDSs into either the Russian offer or the U.S. offer.
GDS holders who wish to participate in the offers must
contact Deutsche Bank Trust Company Americas, the GDS depositary,
at (212) 250-9100 or +44-207-547-6500 or whichever entity issued
the GDSs to holders of GDSs and which holds the underlying ordinary
shares in order to convert their GDSs to ordinary shares and then
tender such shares into the Russian offer.
Important Additional Information
This release is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to
sell Wimm-Bill-Dann's securities.
In connection with the Russian offer for shares, PepsiCo has
filed a mandatory tender offer document with the Russian Federal
Service for the Financial Markets (FSFM). Wimm-Bill-Dann will
distribute the Russian mandatory tender offer document, together
with recommendations of its board of directors and related Russian
offer acceptance materials, to holders of Wimm-Bill-Dann's shares.
Copies of the Russian offer documents will also be available
by contacting Orient Capital, the information agent for the Russian
offer, at +44-207-776-7574 or at the website maintained by
Wimm-Bill-Dann at www.wbd.ru or the website maintained by Orient
Capital at
http://campaigns.orientcap.com/Pepsico-Wimm-Bill-Dann.
In connection with the U.S. offer for ADSs, a tender offer
statement and related materials have been filed by PepsiCo with the
Securities and Exchange Commission (SEC) and Wimm-Bill-Dann's
solicitation/recommendation statement relating to the offer has
been filed by Wimm-Bill-Dann with the SEC. PepsiCo will mail
these materials for the U.S. offer to ADS holders. Investors
and security holders will also be able to obtain a copy of these
statements and other documents filed by PepsiCo and Wimm-Bill-Dann
free of charge at the website maintained by the SEC at www.sec.gov.
In addition, the tender offer statement, the
solicitation/recommendation statement, and related materials will
be available free of charge by contacting PepsiCo's information
agent for the U.S. offer, Innisfree M&A Incorporated, toll-free
at (877) 750-9496 (for ADS holders in the U.S. and Canada) or (412) 232-3651 (for ADS holders in
other countries). ADS holders in the EU may also call
Innisfree's wholly-owned subsidiary, Lake Isle M&A
Incorporated, free-phone at +00-800-7710-9971.
Investors and security holders are urged to carefully read the
tender offer statements and any other documents relating to the
Russian and U.S. offers filed by PepsiCo with the SEC and FSFM when
they become available, as well as any amendments and supplements to
those documents, because they will contain important
information.
About PepsiCo
PepsiCo offers the world's largest portfolio of billion-dollar
food and beverage brands, including 19 different product lines that
generate more than $1 billion in
annual retail sales each. Our main businesses -- Quaker,
Tropicana, Gatorade, Frito-Lay, and Pepsi Cola -- also make
hundreds of other enjoyable and wholesome foods and beverages that
are respected household names throughout the world. With net
revenues of approximately $60
billion, PepsiCo's people are united by our unique
commitment to sustainable growth by investing in a healthier future
for people and our planet, which we believe also means a more
successful future for PepsiCo. We call this commitment Performance
with Purpose: PepsiCo's promise to provide a wide range of foods
and beverages for local tastes; to find innovative ways to minimize
our impact on the environment, including by conserving energy and
water usage, and reducing packaging volume; to provide a great
workplace for our associates; and to respect, support, and invest
in the local communities where we operate. For more information,
please visit www.pepsico.com.
Cautionary Statement Regarding Forward-Looking
Statements
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: changes in demand for PepsiCo's
products, as a result of changes in consumer preferences and tastes
or otherwise; damage to PepsiCo's reputation; PepsiCo's ability to
grow its business in developing and emerging markets or unstable
political conditions, civil unrest or other developments and risks
in the countries where PepsiCo operates; trade consolidation or the
loss of any key customer; changes in the legal and regulatory
environment; PepsiCo's ability to build and sustain proper
information technology infrastructure, successfully implement its
ongoing business transformation initiative or outsource certain
functions effectively; unfavorable economic conditions in the
countries in which PepsiCo operates; fluctuations in foreign
exchange rates; PepsiCo's ability to compete effectively; increased
costs, disruption of supply or shortages of raw materials and other
supplies; disruption of PepsiCo's supply chain; climate change, or
legal, regulatory or market measures to address climate change;
PepsiCo's ability to hire or retain key employees or a highly
skilled and diverse workforce; failure to successfully renew
collective bargaining agreements or strikes or work stoppages; and
failure to successfully complete or integrate acquisitions and
joint ventures into PepsiCo's existing operations.
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.
SOURCE PepsiCo, Inc.