Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - PEPSICO INC | dp15487_8k.htm |
Exhibit
99.1
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Purchase,
New
York
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Telephone: 914-253-2000
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www.pepsico.com
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Contact:
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Investor
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Media
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Lynn
A. Tyson
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Jenny
Schiavone
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Senior
Vice President, Investor Relations
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Director,
Financial Communications
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914-253-3035
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914-253-3941
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email:
lynn.tyson@pepsico.com
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email:
jenny.schiavone@pepsico.com
|
PepsiCo,
Inc. to Refile Hart-Scott-Rodino Premerger Notification
PURCHASE,
N.Y., November 10, 2009 - PepsiCo (NYSE: PEP) announced today that it has
withdrawn its notification and report forms filed with the Federal Trade
Commission (FTC) in order to provide the FTC with more time to review PepsiCo’s
proposal to acquire all of the outstanding shares of common stock it does not
already own in its two largest anchor bottlers, The Pepsi Bottling Group, Inc.
(NYSE: PBG) and PepsiAmericas, Inc. (NYSE: PAS), under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (HSR Act). PepsiCo plans to refile
at the appropriate time.
PepsiCo
originally filed its notification
and report forms on September 11, 2009 and refiled them on October 15, 2009. The current withdrawal and
future refiling of both its PBG and PAS notification and report forms will
provide the FTC with more time to review the information submitted by PepsiCo
without requiring a Request for Additional Information. PepsiCo will
continue to respond to any informal requests by the staff of the FTC (Staff) to
provide additional information about the businesses of PepsiCo, PBG and PAS and will continue to discuss the
proposed transactions and answer any additional questions raised by the
Staff. PepsiCo remains committed to working cooperatively with the
FTC as it conducts its review of the proposed transactions and continues to
expect to close both transactions by late 2009 or early
2010.
About PepsiCo
PepsiCo offers the world’s largest
portfolio of billion-dollar food and beverage brands, including 18 different
product lines that each generate 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 over 200 countries. With more than
$43 billion in 2008 revenues, PepsiCo employs 198,000 people who 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. For
more information, please visit www.pepsico.com.
###
Cautionary
Statement
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval. PepsiCo,
Inc. (“PepsiCo”) and The
Pepsi Bottling Group, Inc. (“PBG”) have filed with the
Securities and Exchange Commission (“SEC”) a registration statement
on
Form S-4
containing a proxy statement/prospectus and other documents with respect to the
proposed acquisition of PBG. A definitive proxy statement/prospectus will be
mailed to shareholders of PBG after the registration statement is declared
effective. The registration statement has not yet become effective. PepsiCo and
PepsiAmericas, Inc. (“PAS”) have filed with the SEC
a registration statement on Form S-4 containing a proxy statement/prospectus and
other documents with respect to the proposed acquisition of PAS. A definitive
proxy statement/prospectus will be mailed to shareholders of PAS after the
registration statement is declared effective. The registration statement has not
yet become effective. INVESTORS
AND SECURITY HOLDERS OF PBG AND PAS ARE URGED TO READ THE APPLICABLE DEFINITIVE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors
and security holders will be able to obtain free copies of the registration
statements and the proxy statements/prospectuses and other documents filed with
the SEC by PepsiCo, PBG or PAS through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by PepsiCo will be
available free of charge on PepsiCo’s internet website at www.pepsico.com or by
contacting PepsiCo’s Investor Relations Department at 914-253-3035. Copies of
the documents filed with the SEC by PBG will be available free of charge on
PBG’s internet website at www.pbg.com or by contacting PBG’s Investor Relations
Department at 914-767-7216. Copies of the documents filed with the SEC by PAS
will also be available free of charge on PAS’s internet website at
www.pepsiamericas.com or by contacting PAS’s Investor Relations Department at
612-661-3883.
PBG and
its directors, executive officers and certain other employees may be deemed to
be participants in the solicitation of proxies in respect of the proposed
acquisition of PBG. Information regarding PBG’s directors and executive officers
is available in its Annual Report on Form 10-K for the year ended
December 27, 2008, which was filed with the SEC on February 20, 2009,
and its proxy statement for its 2009 annual meeting of shareholders, which was
filed with the SEC on April 7, 2009. PAS and its directors, executive
officers and certain other employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed acquisition of PAS.
Information regarding PAS’s directors and executive officers is available in its
Annual Report on Form 10-K for the year ended January 3, 2009, which was
filed with the SEC on March 4, 2009, and its proxy statement for its 2009
annual meeting of shareholders, which was filed with the SEC on March 18,
2009. Other information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings
or otherwise, is contained in the proxy statements/prospectuses and other
relevant materials filed with the SEC.
Statements
in this release 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:
PepsiCo’s ability to consummate the acquisitions of PBG and PAS and to achieve
the synergies and value creation contemplated by the proposed acquisitions;
PepsiCo’s ability to promptly and effectively integrate the businesses of PBG,
PAS and PepsiCo; the timing to consummate the proposed acquisitions and any
necessary actions to obtain required regulatory approvals; the diversion of
management time on transaction-related issues; changes in demand for PepsiCo’s
products, as a result of shifts in consumer preferences or otherwise; increased
costs, disruption of supply or shortages of raw materials and other supplies;
unfavorable economic conditions and increased volatility in foreign exchange
rates; PepsiCo’s ability to build and sustain proper information technology
infrastructure, successfully implement its ongoing business process
transformation initiative or outsource certain functions effectively; damage to
PepsiCo’s reputation; trade consolidation, the loss of any key customer, or
failure to maintain good relationships with PepsiCo’s bottling partners,
including as a result of the proposed acquisitions; PepsiCo’s ability to hire or
retain key employees or a highly skilled and diverse workforce; changes in the
legal and regulatory environment; disruption of PepsiCo’s supply chain; unstable
political conditions, civil unrest or other developments and risks in the
countries where PepsiCo operates; and risks that benefits from PepsiCo’s
Productivity for Growth initiative may not be achieved, may take longer to
achieve than expected or may cost more than currently anticipated.
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. All information in this communication is as of
November 10, 2009. PepsiCo undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.