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
Transaction
Update:
PepsiCo
believes that it can consummate its acquisitions of Pepsi Bottling Group and
PepsiAmericas by the end of the first quarter of 2010 without a “Second Request”
being issued by the Federal Trade Commission, and without the imposition of any
remedy which would have a material adverse affect on PepsiCo or the benefits of
the contemplated transactions.
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.
Statements
in this communication that are “forward-looking statements”, including PepsiCo’s
2009 and 2010 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 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. PepsiCo undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.