NEW YORK, April 21, 2009 (GLOBE NEWSWIRE) -- Peabody PLLC announces an investigation into the proposed acquisition of The Pepsi Bottling Group (NYSE:PBG) and PepsiAmericas (NYSE:PAS). On April 20, 2009, PepsiCo (NYSE:PEP) announced that it has made an offer to buy the remaining shares that it does not already own in PBG and PAS. Under the terms of the proposal, PBG shareholders would receive $14.75 in cash plus 0.283 shares of PepsiCo common stock for each share of PBG (or approx. $29.50 per share), and PAS shareholders would receive $11.64 in cash plus 0.223 shares of PepsiCo common stock for each share of PAS (or approx.$23.27 per share). This price per share represents an approx. 17% premium over the closing price of the common stock of each company on April 17, 2009. The proposed merger is subject to the successful completion of both transactions and would require shareholder approval from both companies.
The investigation concerns whether the consideration to be paid to PBG and PAS shareholders is grossly unfair, inadequate, and substantially below the fair or inherent value of PBG and/or PAS. PepsiCo owns approx. 33% of the outstanding shares of PBG and 43% of the outstanding shares of PAS, and has board representation on both companies. PepsiCo said that it will not sell its stake in either company. The investigation further concerns whether the directors of PBG and/or PAS, including any special committee members, may have breached their fiduciary duties by not acting in PBG and/or PAS shareholders' best interests in connection with the sale process of the companies.
If you are a current holder of PBG and/or PAS and would like additional information concerning these proposed transactions, including your rights please feel free to contact us at the information below.