PepsiCo to exercise its right to purchase all remaining ordinary shares of Russia's Wimm-Bill-Dann Foods it does not already own; squeeze-out process to be concluded by mid September
PURCHASE, New York
July 1, 2011
– PepsiCo, Inc. (NYSE: PEP) announced today that it delivered a squeeze-out demand notice to Wimm-Bill-Dann Foods OJSC (WBD) on June 30, 2011. By delivering the notice, PepsiCo has elected to exercise its right under Russian law to purchase all remaining WBD ordinary shares not already owned by PepsiCo, including those underlying WBD's American Depositary Shares (ADSs). As further described below, this squeeze-out process is expected to be concluded by mid September 2011.
As stated in the squeeze-out demand notice, all registered holders of ordinary shares on the list date of August 15, 2011 will be entitled to receive 3,883.70 Russian rubles per ordinary share, which is the same price that was offered to WBD shareholders in PepsiCo's recently completed tender offer in Russia. Under Russian law, PepsiCo is required to send payment to all remaining registered holders within 25 days after the list date (i.e., by September 9, 2011). All ordinary shares (including those underlying ADSs) will be transferred to PepsiCo by operation of law within three days after PepsiCo provides to WBD's registrar evidence of having made payment to such registered shareholders.
After PepsiCo makes payment to the ADS depositary as registered holder of the ordinary shares underlying the ADSs, the ADS depositary will convert the Russian rubles it receives to U.S. dollars at the spot market conversion rates available to it during the period it takes to complete such conversion. It is expected that this conversion will be completed within approximately two business days following the ADS depositary's receipt of the Russian ruble payment from PepsiCo. Following such conversion period, the ADS depositary will notify registered ADS holders of the ADS pay date. On the ADS pay date, each ADS holder will receive 970.925 Russian rubles per ADS in cash payable in U.S. dollars as described above, without interest, less fees under the ADS deposit agreement of $0.05 per ADS for cancellations, $0.02 per ADS for cash distributions and applicable taxes and other governmental charges, if any, and all outstanding ADSs will be automatically cancelled without further action by the ADS holders.
WBD has instructed the ADS depositary to close its books for any additional deposits of ordinary shares for conversion into ADSs, effective as of August 1, 2011 and the ADS depositary has informed PepsiCo that it will permanently close its books as of August 8, 2011 for any cancellation of ADSs and withdrawal of underlying ordinary shares. In addition, WBD has informed the ADS depositary of its decision to terminate the Deposit Agreement relating to WBD's ADS program effective as of October 14, 2011.
ADS holders should direct any questions concerning the squeeze-out process or payment of the squeeze-out proceeds to the ADS depositary at +1-877-248-6417. Holders of WBD ordinary shares may contact Tatyana Korzun at +7-495-933-6250 if they have any questions regarding the squeeze-out.
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.