PepsiCo Receives Russian Regulatory Approval for Wimm-Bill-Dann Acquisition

Under the acquisition agreement, a subsidiary of PepsiCo will acquire approximately 66% of Wimm-Bill-Dann from a group of shareholders and subsidiaries of Wimm-Bill-Dann for approximately $3.8 billion.

1/27/2011 --- PepsiCo, Inc. has announced that the Federal Antimonopoly Service of the Russian Federation has issued approvals for PepsiCo's previously announced acquisition of Wimm-Bill-Dann Foods OJSC, Russia's leading branded food-and-beverage company. As a result, PepsiCo has received all regulatory approvals required as conditions to completing the acquisition. Under the acquisition agreement, a subsidiary of PepsiCo will acquire approximately 66% of Wimm-Bill-Dann from a group of shareholders and subsidiaries of Wimm-Bill-Dann for approximately $3.8 billion.  PepsiCo plans to close the acquisition, which remains subject to the satisfaction of certain other customary closing conditions, on or about February 8, 2011.  After closing the acquisition agreement, PepsiCo will own approximately 77% of the total outstanding ordinary shares of Wimm-Bill-Dann.

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 currently expects that, consistent with its obligations under Russian law, holders of Wimm-Bill-Dann ordinary shares and American Depositary Shares (ADSs) will be afforded the opportunity to sell remaining ordinary shares and ADSs to PepsiCo in the May – June 2011 period at a price which is expected to be equal to the ruble equivalent of $132 per share ($33 per ADS), which is the price PepsiCo is to pay the selling stockholders under the acquisition agreement.

PepsiCo will not make any further comment with respect to the opportunity of holders of Wimm-Bill-Dann ordinary shares and ADSs to sell to PepsiCo until after the closing of the acquisition.