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 AN EMAIL SENT FROM MICHAEL
D. WHITE, CEO OF PEPSICO INTERNATIONAL, TO PEPSICO INTERNATIONAL
EMPLOYEES ON APRIL 21, 2009:
TO:
|
PepsiCo
International Associates
|
FROM:
|
Mike
White
|
Dear PI
Colleagues:
Yesterday
PepsiCo made an exciting announcement of a proposal to acquire the outstanding
shares we don’t currently own of our two largest bottlers: The Pepsi Bottling
Group and PepsiAmericas.
This was
driven primarily by PepsiCo’s intent to strategically reshape the North America
Beverages business. It does not reflect any change in our fundamental
beverage strategy for international markets, where our mix of franchise, joint
venture and company owned bottlers has served us very well.
The
overriding aim in doing this is to create a leaner, more efficient, more
flexible beverage manufacturing and delivery system that is better equipped to
compete in the North American marketplace – where PepsiCo has made great strides
in accelerating innovation and refreshing its brands.
While
both bottlers do the bulk of their business in North America, each also has a
significant international component. PBG, for example, has a large
presence in Mexico, Russia, Turkey, Greece and Spain. PAS has
operations in Central and Eastern Europe, as well as the Caribbean.
A number
of PI colleagues have asked: “What does this mean for
me?”
Eventually,
if completed, the transactions may provide opportunities to drive greater
efficiency in our international beverage system. However in the short
term, nothing really changes. In fact you should think about it as
“business as usual,” even if you work in a PBG or PAS market.
We should
continue to support all of our bottlers, including PBG and PAS, with the same
energy, dedication and commitment as in the past. The proposals
announced yesterday should not in any way change our relationships with any of
our bottling partners.
For your
part, I ask that you simply remain focused on the tasks at hand. We
have ambitious goals, a very challenging environment and plenty of work to do to
build an exciting future for PI and our respective business units.
Thanks
for your understanding and support.
Regards,
Mike
**********
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 21, 2009. PepsiCo undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
**********