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Published on 10/27/2009 in the Prospect News Special Situations Daily.

PepsiCo's purchase of its two largest bottlers approved in Europe

By Lisa Kerner

Charlotte, N.C., Oct. 27 - The European Commission has granted its approval of PepsiCo, Inc.'s proposed acquisition of Pepsi Bottling Group, Inc. and PepsiAmericas, Inc., it was announced on Tuesday.

PepsiCo agreed in August to acquire the outstanding shares of common stock it does not already own of its two largest anchor bottlers, Pepsi Bottling and PepsiAmericas, in deals valued at a total of $7.8 billion.

Under the first offer, Pepsi Bottling shareholders will have 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.

The second offer gives PepsiAmericas shareholders 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.

PepsiCo said it expects to close the deals in late 2009 or early 2010, subject to shareholder and other approvals.

As previously reported, PepsiCo withdrew 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 acquisition proposal. The refiling was expected to occur on Oct. 15.

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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