8-KAcquisitions & DispositionsExhibits & Filings

PEPSICO INC 8-K Report, Acquisition Completed (Feb 4, 2011)

Filed February 4, 2011For Securities:PEP

Summary

PepsiCo, Inc. (PEP) has announced the completion of its acquisition of approximately 66% of Wimm-Bill-Dann Foods OJSC (WBD), a Russian-based food and beverage company, for approximately $3.8 billion. This transaction raises PepsiCo's total ownership in WBD to approximately 77%. The company intends to make a mandatory tender offer in Russia by March 11, 2011, to acquire all remaining shares, followed by a similar offer for American Depositary Shares (ADSs) in the U.S. The offers are expected to remain open for about 70 days, with the intention to delist WBD's securities from public exchanges and potentially pursue a squeeze-out if ownership exceeds 95%. This acquisition marks a significant strategic move for PepsiCo to expand its presence in the Russian market, a key emerging market for global food and beverage companies. Investors should monitor the success of the upcoming tender offers and the integration of WBD's operations into PepsiCo's existing business. The company has also provided extensive details regarding the offer pricing and the process for accessing further information, emphasizing the importance of careful review of all filed documents by investors.

Key Highlights

  • 1PepsiCo completed the acquisition of approximately 66% of Wimm-Bill-Dann Foods OJSC (WBD) for $3.8 billion, increasing its ownership to 77%.
  • 2PepsiCo plans to launch mandatory tender offers in Russia and the U.S. by March 11, 2011, to acquire all remaining WBD shares and ADSs.
  • 3The Russian offer price is set at 3,883.70 Russian rubles per share, equivalent to $132, based on previous transaction prices and exchange rates.
  • 4The U.S. offer price for ADSs will be equivalent to one-fourth of the Russian offer price per share.
  • 5The offers are expected to remain open for approximately 70 calendar days, concluding in the second half of May 2011.
  • 6PepsiCo intends to delist WBD's ADSs from the NYSE and shares from the Russian Trading System post-acquisition.
  • 7The company may pursue a squeeze-out purchase of any remaining shares if its ownership exceeds 95% after the offers.

Frequently Asked Questions

The acquisition of Wimm-Bill-Dann (WBD) is a significant strategic move for PepsiCo to strengthen its presence and expand its portfolio in the Russian market, which is a key growth region for the food and beverage industry.

PepsiCo acquired approximately 66% of WBD for about $3.8 billion, bringing its total ownership to approximately 77%. The company plans to acquire the remaining shares through subsequent tender offers.

PepsiCo will make mandatory tender offers in Russia and the U.S. by March 11, 2011, to acquire all outstanding shares and American Depositary Shares (ADSs) not yet owned by PepsiCo. These offers are expected to last about 70 days.

PepsiCo intends to delist WBD's ADSs from the New York Stock Exchange and its shares from the Russian Trading System once the tender offers are completed and certain ownership thresholds are met. This indicates a move towards full privatization of WBD.