Filed by
PepsiCo, Inc. pursuant to
Rule 425
of the Securities Act of 1933 and
deemed
filed pursuant to Rule 14a-12 of the
Securities
Exchange Act of 1934
Subject
Companies: The Pepsi Bottling Group, Inc.
Commission
File No.: 001-14893
and
PepsiAmericas,
Inc.
Commission
File No.: 001-15019
THE
FOLLOWING ARE TALKING POINTS USED BY PEPSICO, INC. IN TELEPHONE CALLS WITH
INDEPENDENT BOTTLERS AND CUSTOMERS ON APRIL 20, 2009:
PepsiCo
Proposal to Acquire PBG/PAS
Key
Messages/Talking Points/Q&A
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PepsiCo
has proposed to acquire all of the outstanding shares it does not already
own of both The Pepsi Bottling Group and PepsiAmericas. We’re
working to strategically reshape PepsiCo’s North America Beverages
business – and we’re committed to doing it collaboratively and
constructively.
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Combining
our two largest bottlers would strengthen the Pepsi-Cola system in many
ways, creating significant manufacturing and distribution synergies,
performance efficiencies and cost
savings.
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With
overlapping costs and scale efficiencies, we’re talking about synergies of
more than $200 million per year, including a fully integrated supply chain
and go-to-market business model.
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This
integrated entity would include 80% of total PepsiCo beverage volume in
North America, including both DSD and warehouse
systems.
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We’d
continue to use existing JACT and committee structures to ensure smooth,
seamless operations.
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This
is a great chance to build competitive advantage through increased
collaboration with and among our bottling
partners. Accordingly, it’s a great chance to confront our
challenges and drive mutually profitable growth, taking our LRB business
to a whole new level.
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We
have to do everything we can to create the most effective, most efficient
beverage system possible. We’re convinced the current and
future needs of our consumers and customers would be better served with
PepsiCo playing a more active role in the bottling
business.
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What
does this mean to your third anchor bottler, PBV?
This
transaction would involve only PBG and PAS. PBV would be
unaffected.
Will
PepsiCo also be buying the independents?
Again,
this is about the opportunity to combine our two largest anchor bottlers – PBG
and PAS. We’ll continue to work with our independent bottlers to take
advantage of manufacturing and distribution efficiencies, and they’ll continue
to make their own important contributions to our system.
For more information including fact
sheets on the proposed transaction, please access our website at: http://transactioninfo.com/pepsico
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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. If
PepsiCo, Inc. (“PepsiCo”) enters into
definitive agreements in connection with the proposed transactions with The
Pepsi Bottling Group, Inc. (“PBG”) and PepsiAmericas,
Inc. (“PAS”)
(the “Proposed
Transactions”), PepsiCo plans to file with the Securities and Exchange
Commission (“SEC”)
registration statements on Form S-4 containing proxy statements/prospectuses and
other documents with respect to each of the Proposed Transactions and definitive
proxy statements/prospectuses would be mailed to shareholders of PBG and PAS.
INVESTORS AND SECURITY HOLDERS
OF PBG AND PAS ARE URGED TO READ THE PROXY STATEMENTS/PROSPECTUSES AND OTHER
DOCUMENTS THAT WOULD BE FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTIONS.
If
PepsiCo enters into definitive agreements in connection with the Proposed
Transactions, investors and security holders will be able to obtain free copies
of the registration statements and the proxy statements/prospectuses (when
available) and other documents filed with the SEC by PepsiCo through the website
maintained by the SEC at http://www.sec.gov. Free copies of the registration
statements and the proxy statements/prospectuses (when available) and other
documents filed with the SEC will also 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.
PepsiCo
and its directors and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the Proposed
Transactions. Information regarding PepsiCo’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 19, 2009,
and its proxy statement for its 2009 annual meeting of shareholders, which was
filed with the SEC on March 24, 2009. Other information regarding the
participants in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statements/prospectuses and other relevant materials to be filed with the
SEC when they become available.
Statements in this release that are
“forward-looking statements”, including PepsiCo’s 2009 guidance, 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 enter into definitive agreements with respect
to the Proposed Transactions; PepsiCo’s ability to achieve the synergies and
value creation contemplated by the Proposed Transactions; PepsiCo’s ability to
promptly and effectively integrate the businesses of PBG, PAS and PepsiCo; the
timing to consummate the Proposed Transactions and any necessary actions to
obtain required regulatory approvals; the diversion of management time on
transaction-related issues; changes in demand for our 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; our ability to
build and sustain proper information technology infrastructure, successfully
implement our ongoing business process transformation initiative or outsource
certain functions effectively; damage to our reputation; trade consolidation,
the loss of any key
customer, or failure to maintain good relationships with our bottling partners,
including as a result of the Proposed Transactions; our ability to hire or
retain key employees or a highly skilled and diverse workforce; changes in the
legal and regulatory environment; disruption of our supply chain; unstable
political conditions, civil unrest or other developments and risks in the
countries where we operate; and risks that benefits from our 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 April 20, 2009. PepsiCo
undertakes no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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