PepsiCo to refile notification, report forms with FTC to allow further review of bottler acquisitions

By Jennifer Chiou

New York, Oct. 9 - PepsiCo, Inc. said it has withdrawn and will refile its notification and report forms with the Federal Trade Commission in order to provide the FTC an additional 30 days to review PepsiCo's proposal to acquire the outstanding shares of common stock it does not already own of its two largest anchor bottlers, Pepsi Bottling Group, Inc. and PepsiAmericas, Inc.

The company announced the acquisitions on Aug. 4.

PepsiCo originally filed its notification and report forms on Sept. 11.

On Friday, PepsiCo said the withdrawal follows informal discussions with the staff of the FTC and it will continue to respond to any informal requests by the staff to provide additional information about the businesses.

Assuming the refiling occurs on Oct. 15 as expected, the new waiting period under the Hart-Scott-Rodino Act will expire at 11:59 p.m. ET on Nov. 16.

As already reported, one agreement gives Pepsi Bottling shareholders the right to elect to receive either $36.50 in cash or 0.6432 shares of PepsiCo common stock, valued at $36.50 based on PepsiCo's closing share price of $56.75 on July 31, for each share of Pepsi Bottling held, subject to proration.

Under the offer, 50% of the total consideration paid to Pepsi Bottling shareholders will be in cash and 50% will be paid in PepsiCo common stock, a PepsiCo news release said.

Under the second offer, PepsiAmericas shareholders will have the right to elect to receive either $28.50 in cash or 0.5022 shares of PepsiCo common stock, valued at $28.50 as of July 31, for each share of PepsiAmericas held.

The PepsiAmericas offer is subject to the same proration as the Pepsi Bottling offer.

According to PepsiCo, the total value of the shares it will be acquiring is about $7.8 billion.

The transactions are expected to close in late 2009 or early 2010, subject to shareholder and other approvals, according to PepsiCo.

Previously, Pepsi Bottling turned down PepsiCo's May 4 offer to acquire the company for $14.75 in cash plus 0.283 shares of PepsiCo common stock, for a total value of $29.50 per share.

PepsiAmericas rejected PepsiCo's offer to acquire it for $11.64 in cash plus 0.223 shares of PepsiCo common stock, or $23.27 per share.

PepsiCo is a Purchase, N.Y., food and beverage company.

Pepsi Bottling, based in Somers, N.Y., is the world's largest manufacturer, seller and distributor of Pepsi-Cola beverages.

Minneapolis-based PepsiAmericas is the world's second-largest manufacturer, seller and distributor of PepsiCo beverages.

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