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 IS A FACT SHEET MADE AVAILABLE BY PEPSICO, INC. ON ITS TRANSACTIONAL
WEBSITE AT URL HTTP://WWW.TRANSACTIONINFO.COM/PEPSICO:
Company
|
PepsiCo
|
Ticker
|
NYSE:
PEP
|
Description
|
PepsiCo is one of the world’s largest
food and beverage companies, with 2008 annual revenues of more than $43
billion. PepsiCo’s products are sold in
approximately 200 countries. PepsiCo’s commitment to sustainable
growth, defined as Performance with Purpose, is focused on generating
healthy financial returns while giving back to communities the company
serves. This includes meeting consumer needs for a spectrum of convenient
foods and beverages, reducing the company’s impact on the environment
through water, energy and packaging initiatives, and supporting its
employees through a diverse and inclusive culture that recruits and
retains world-class talent. PepsiCo is listed on the Dow Jones
Sustainability North America Index and the Dow Jones Sustainability World
Index.
|
Chief Executive
Officer
|
Indra K.
Nooyi
|
Employees
|
~198,000
|
Bottling Operations
|
More
than 300 worldwide
|
PepsiCo
Operations
(plants, distribution centers, warehouses and
offices
|
More
than 4,300 worldwide
|
2008 Financial
Highlights
|
Revenues:
Net
Income:
Reported
EPS:
|
$43.3
billion
$5.1
billion
$3.21
|
More information is available at
www.pepsico.com.
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” 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 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 Transactions; 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. 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.