PepsiCo Completes Acquisition of 66% of Wimm-Bill-Dann
The news came after Wimm-Bill-Dann Foods announced the acquisition of Opolie Holding Company CJSC in Vladimir region, Central Russia. Opolie is a leading milk processor in the region and ranks among Russia’s top-10 dairy companies.
2/4/2011 --- PepsiCo, Inc. announced that it has completed the previously announced acquisition of approximately 66% of the outstanding shares of Wimm-Bill-Dann Foods OJSC, 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.
The news came after Wimm-Bill-Dann Foods announced the acquisition of Opolie Holding Company CJSC in Vladimir region, Central Russia. Opolie is a leading milk processor in the region and ranks among Russia’s top-10 dairy companies.
This acquisition is in line with Wimm-Bill-Dann’s stated strategy of expanding its business through the purchase of successful companies with strong market positions in their respective regions and a sustainable raw-milk supply base. Opolie Holding Company consists of three milk plants in Yuriev Polsky, Lakinsk and Suzdal, processing a total of over 300 tons of milk per day.
“The acquisition of a rapidly developing company in the Vladimir region is in line with our strategic objective of buying companies that are leaders in their local markets,” said Silviu Popovici, vice president of Wimm-Bill-Dann Foods, commenting on the deal. “Its modern production facilities and well developed business will bolster our position in Central Russia, where a large proportion of our consumers live, and its high-quality dairy products are a perfect fit for our portfolio,” he added.
Opolie was founded in 1993. The company’s products have a customer base both within and beyond Vladimir region. Opolie has provided ongoing support and assistance to local farms, which has served to increase the stability of its raw-material supplies. It has developed a “field-to-shelf” supply chain that has permitted it become the leading consumer-sector company in the region.
Products manufactured by Opolie-owned Yuriev-Polsky, Suzdal and Lakinsk dairy plants have a reputation for excellent taste high quality. The company has managed to maintain the best traditions of dairy production while also fully utilizing new technology and modern equipment. Opolie has an up-do-date product line with an extensive range of natural products catering to every taste, including milk, kefir, ryazhenka, yogurts and other products under the Opolie, Vivio and BioLight brands. A unified quality system ensures that all products manufactured by these plants are equally tasty and healthy.
