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PepsiCo Completes Acquisition Of 66% Of Wimm-Bill-Dann

PURCHASE, N.Y., Feb. 3, 2011 /PRNewswire/ -- PepsiCo, Inc. (NYSE: PEP) announced today that it has completed the previously announced acquisition of approximately 66% of the outstanding shares of Wimm-Bill-Dann Foods OJSC (NYSE: WBD), Russia's leading branded food-and-beverage company, from certain selling shareholders of Wimm-Bill-Dann for approximately $3.8 billion.  The acquisition increased PepsiCo's total ownership of Wimm-Bill-Dann's ordinary shares to approximately 77%.

This transaction will make PepsiCo the largest food-and-beverage business in Russia and will strengthen the company's position in the fast-growing Eastern European and Central Asian markets.  It also will raise PepsiCo's annual global revenues from nutritious and functional foods from approximately $10 billion today to nearly $13 billion.  This moves the company closer to its strategic goal of building a $30 billion nutrition business by 2020.

PepsiCo expects to make an offer in Russia on or before March 11, 2011 to acquire all of the remaining Wimm-Bill-Dann shares.  The price per share to be paid in the Russian offer will be $132, which is the highest price PepsiCo paid to the selling shareholders, converted to Russian rubles at the highest Central Bank of Russia exchange rate established for February 3, 2011 and all days subsequent to the date on which the WBD shares purchased under the previously announced purchase agreement have been transferred to PepsiCo.  The transfer of all shares from the selling shareholders to PepsiCo is expected to be completed over the next several days, after which PepsiCo will announce the definite Russian ruble price (Russian Ruble Price) to be paid in the Russian offer.  Wimm-Bill-Dann will distribute the Russian offer materials on or about March 25, 2011, pursuant to Russian law. Concurrently with the Russian offer, PepsiCo expects to make an offer to all holders of Wimm-Bill-Dann's American Depositary Shares (ADSs) at a price per ADS equal to one-fourth of the Russian Ruble Price (since each ADS represents one-fourth of a share), without interest and less any fees, conversion expenses and applicable taxes.  This amount will be converted to U.S. dollars at the spot market rate on or about the date that PepsiCo pays for the ADSs tendered in the U.S. offer.  Information concerning the U.S. offer will be distributed to holders of ADSs and will be filed by PepsiCo with the U.S. Securities and Exchange Commission (SEC) on or about March 11, 2011.  PepsiCo expects that the offers will remain open for approximately 70 calendar days, expiring in the second half of May, although the offer for ADSs is expected to expire several business days before the expiration of the Russian offer.

After expiration of the offers, and assuming the applicable requirements are met, PepsiCo plans to cause Wimm-Bill-Dann to delist the ADSs from the New York Stock Exchange, terminate the registration of the ADSs and shares under the U.S. Securities Exchange Act of 1934, as amended, terminate the ADS deposit agreement and delist the shares from the Russian Trading System.  In addition, if after consummation of the offers, PepsiCo owns shares representing more than 95% of the outstanding shares of Wimm-Bill-Dann, PepsiCo intends to purchase any Wimm-Bill-Dann shares (and ADSs) not owned by PepsiCo at a price determined by Russian law.

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