PURCHASE, N.Y., May 17, 2011 /PRNewswire/ -- PepsiCo, Inc. (NYSE:
PEP) announced today the completion of its tender offer in
the United States for all
outstanding American Depositary Shares (ADSs) of Wimm-Bill-Dann
Foods OJSC (NYSE: WBD) for 970.925 Russian rubles per ADS.
The U.S. offer expired at 12 p.m.
EDT on Monday, May 16, 2011.
A total of approximately 23,758,556 ADSs, representing
approximately 13.50% of Wimm-Bill-Dann's shares, were validly
tendered at expiration. PepsiCo has accepted for payment all
ADSs validly tendered pursuant to the U.S. offer.
PepsiCo's offer in Russia for
all outstanding shares of Wimm-Bill-Dann will expire at
6 p.m. MSD on Thursday, May 19, 2011. As described in the
U.S. offer documents, the shares underlying the ADSs validly
tendered in the U.S. offer will be tendered in the Russian offer.
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 and other
governmental charges, if any. PepsiCo expects the conversion
from Russian rubles to U.S. dollars and the subsequent payment of
U.S. dollars to validly tendering ADS holders to occur no later
than May 31, 2011.
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
distributed 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 are also 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 mailed these
materials for the U.S. offer to ADS holders. Investors and security
holders are also 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 are 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, as
well as any amendments and supplements to those documents, because
they 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 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.