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PepsiCo Announces Launch Of Russian And U.S. Tender Offers For All Shares And ADSs Of Wimm-Bill-Dann

Stocks in this article: PEP WBD

PURCHASE, N.Y., March 10, 2011 /PRNewswire/ -- PepsiCo, Inc. (NYSE: PEP) announced today the commencement of its previously announced tender offers in Russia and the United States for all outstanding ordinary shares and American Depositary Shares (ADSs) of Wimm-Bill-Dann Foods OJSC (NYSE: WBD) for 3,883.70 Russian rubles per share and 970.925 Russian rubles per ADS.  The Russian offer is being made to all holders of ordinary shares and the U.S. offer is being made to all holders of ADSs.  The U.S. offer price is equal to the Russian offer share price after adjustment for the four-to-one ratio of ADSs to shares.  The U.S. offer price will be converted to U.S. dollars at the spot market conversion rates available to the ADS depositary during the conversion period and paid to tendering ADS holders using the weighted average of the conversion rates, less certain fees under the ADS depositary agreement and applicable taxes, if any.

PepsiCo was required, under Russian law, to launch the Russian offer because of its recent acquisition of approximately 77% of Wimm-Bill-Dann.

The Russian offer will expire at 6:00 p.m., Moscow time, on Thursday, May 19, 2011.  The U.S. offer is scheduled to expire at 12:00 p.m. noon, New York City time, on Monday, May 16, 2011, three business days before the Russian offer, to permit the shares underlying the tendered ADSs to be subsequently tendered into the Russian offer.

The offers are not subject to any conditions, and as a result, all shares and ADSs validly tendered and not withdrawn prior to the applicable expiration date will be accepted for payment.

After expiration of the offers, and assuming the applicable requirements are met, PepsiCo plans to cause Wimm-Bill-Dann to delist the shares from the Russian Trading System, 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, and terminate the ADS deposit agreement.  In addition, if as a result of consummation of the Russian offer, PepsiCo owns shares representing more than 95% of the outstanding shares of Wimm-Bill-Dann, PepsiCo intends to purchase any Wimm-Bill-Dann shares (including shares represented by ADSs and GDSs) not owned by PepsiCo pursuant to Russian law "squeeze-out" procedures.

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