PepsiCo Announces Preliminary Results Of Elections Regarding Merger Consideration For Bottler Acquisitions

PURCHASE, N.Y., Feb. 19 /PRNewswire-FirstCall/ -- PepsiCo, Inc. (NYSE: PEP) announced today the preliminary results of the elections made by The Pepsi Bottling Group, Inc. (NYSE: PBG) and PepsiAmericas, Inc. (NYSE: PAS) stockholders as to the form of merger consideration they wish to receive in the acquisitions of PBG and PAS by PepsiCo.  PepsiCo hopes to close the acquisitions, which remain subject to regulatory approvals and the satisfaction of other customary closing conditions, by the end of February 2010.

The merger consideration elections are subject to proration so that, in the aggregate:

• in the case of PBG, 50% of the shares of PBG common stock outstanding not held by PepsiCo or its subsidiaries immediately prior to the closing of the transaction will be converted into the right to receive $36.50 in cash, without interest, per share of PBG common stock, and the remaining 50% of PBG common stock outstanding not held by PepsiCo or its subsidiaries immediately prior to the closing of the transaction will be converted into the right to receive 0.6432 shares of PepsiCo common stock; and

• in the case of PAS, 50% of the shares of PAS common stock outstanding not held by PepsiCo or its subsidiaries immediately prior to the closing of the transaction will be converted into the right to receive $28.50 in cash, without interest, per share of PAS common stock, and the remaining 50% of PAS common stock outstanding not held by PepsiCo or its subsidiaries immediately prior to the closing of the transaction will be converted into the right to receive 0.5022 shares of PepsiCo common stock.

Shares of PBG common stock, PBG Class B common stock and PAS common stock held by PepsiCo or its subsidiaries will either be cancelled or converted into the right to receive shares of PepsiCo common stock. For a more detailed description of the proration procedures, please refer to the applicable proxy statement/prospectus.