PURCHASE, N.Y. and TEL AVIV, Israel, Aug.
20, 2018 /PRNewswire/ -- PepsiCo, Inc. (NASDAQ: PEP)
("PepsiCo") and SodaStream International Ltd. (NASDAQ / TLV: SODA)
("SodaStream") today announced that they have entered into an
agreement under which PepsiCo has agreed to acquire all outstanding
shares of SodaStream for $144.00 per
share in cash, which represents a 32% premium to the 30-day volume
weighted average price.
"PepsiCo and SodaStream are an inspired match," said PepsiCo
Chairman and CEO Indra Nooyi.
"Daniel and his leadership team have built an extraordinary company
that is offering consumers the ability to make great-tasting
beverages while reducing the amount of waste generated. That focus
is well-aligned with Performance with Purpose, our philosophy of
making more nutritious products while limiting our environmental
footprint. Together, we can advance our shared vision of a
healthier, more-sustainable planet."
Daniel Birnbaum, SodaStream CEO
and Director said, "Today marks an important milestone in the
SodaStream journey. It is validation of our mission to bring
healthy, convenient and environmentally friendly beverage solutions
to consumers around the world. We are honored to be chosen as
PepsiCo's beachhead for at home preparation to empower consumers
around the world with additional choices. I am excited our team
will have access to PepsiCo's vast capabilities and resources
to take us to the next level. This is great news for our consumers,
employees and retail partners worldwide."
PepsiCo's strong distribution capabilities, global reach,
R&D, design and marketing expertise, combined with SodaStream's
differentiated and unique product range will position SodaStream
for further expansion and breakthrough innovation.
The transaction is another step in PepsiCo's Performance with
Purpose journey, promoting health and wellness through
environmentally friendly, cost-effective and fun-to-use beverage
solutions.
"SodaStream is highly complementary and incremental to our
business, adding to our growing water portfolio, while catalyzing
our ability to offer personalized in-home beverage solutions around
the world," said Ramon Laguarta,
CEO-Elect and President, PepsiCo. "From breakthrough
innovations like Drinkfinity to beverage dispensing technologies
like Spire for foodservice and Aquafina water stations for
workplaces and colleges, PepsiCo is finding new ways to reach
consumers beyond the bottle, and today's announcement is fully in
line with that strategy."
Under the terms of the agreement between PepsiCo and SodaStream,
PepsiCo has agreed to acquire all of the outstanding shares of
SodaStream International Ltd. for $144.00 per share, in a transaction valued at
$3.2 billion. The
transaction will be funded with PepsiCo's cash on hand.
The acquisition has been unanimously approved by the Boards of
Directors of both companies. The transaction is subject to a
SodaStream shareholder vote, certain regulatory approvals and other
customary conditions, and closing is expected by January 2019.
Goldman Sachs acted as financial advisor to PepsiCo in this
transaction. Centerview also acted as financial advisor to
PepsiCo in the transaction. Gibson, Dunn & Crutcher LLP
acted as lead counsel to PepsiCo, Davis
Polk & Wardwell LLP as U.S. tax counsel, and Herzog, Fox
& Ne'eman as Israeli legal counsel. Perella Weinberg
Partners acted as financial advisor to SodaStream with White &
Case LLP acting as SodaStream's U.S. legal counsel and Meitar
Liquornik Geva Lesham Tal as Israeli legal counsel.
About PepsiCo
PepsiCo products are enjoyed by consumers more than one billion
times a day in more than 200 countries and territories around the
world. PepsiCo generated more than $63
billion in net revenue in 2017, driven by a complementary
food and beverage portfolio that includes Frito-Lay, Gatorade,
Pepsi-Cola, Quaker and Tropicana. PepsiCo's product portfolio
includes a wide range of enjoyable foods and beverages, including
22 brands that generate more than $1
billion each in estimated annual retail sales.
At the heart of PepsiCo is Performance with Purpose – our
fundamental belief that the success of our company is inextricably
linked to the sustainability of the world around us. We believe
that continuously improving the products we sell, operating
responsibly to protect our planet and empowering people around the
world enable PepsiCo to run a successful global company that
creates long-term value for society and our shareholders. For more
information, visit www.pepsico.com.
About SodaStream
SodaStream is the #1 sparkling water brand in volume in the
world and the leading manufacturer and distributor of Sparkling
Water Makers. We enable consumers to easily transform ordinary tap
water into sparkling water and flavored sparkling water in seconds.
By making ordinary water fun and exciting to drink, SodaStream
helps consumers drink more water. Sparkling Water Makers offer a
highly differentiated and innovative solution to consumers of
bottled and canned carbonated soft drinks. Our products promote
health and wellness, are environmentally friendly, cost effective,
customizable and fun to use. Our products are available at more
than 80,000 individual retail stores across 45 countries. To learn
more about how SodaStream makes water exciting and follow
SodaStream on Facebook, Twitter, Pinterest, Instagram and YouTube,
visit http://www.sodastream.com.
Forward Looking Statements
Statements in this communication that are "forward-looking
statements" are based on currently available information, operating
plans and projections about future events and trends. Terminology
such as "estimate," "expect," "may," "plan," "position," "will" or
similar statements or variations of such words and other similar
expressions are intended to identify forward-looking statements,
although not all forward looking statements contain such terms.
Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially
from those predicted in such forward looking statements. Such risks
and uncertainties include, but are not limited to: changes in
demand for PepsiCo's products, as a result of changes in consumer
preferences or otherwise; changes in, or failure to comply with,
applicable laws and regulations; imposition or proposed imposition
of new or increased taxes aimed at PepsiCo's products; imposition
of labeling or warning requirements on PepsiCo's products; changes
in laws related to packaging and disposal of PepsiCo's products;
PepsiCo's ability to compete effectively; failure to successfully
complete or integrate acquisitions and joint ventures into
PepsiCo's existing operations or to complete or manage divestitures
or refranchisings; changes in estimates and underlying assumptions
regarding future performance that could result in an impairment
charge; increase in income tax rates, changes in income tax laws or
disagreements with tax authorities; PepsiCo's ability to recruit,
hire or retain key employees or a highly skilled and diverse
workforce; loss of any key customer or disruption to the retail
landscape, including rapid growth in hard discounters and the
e-commerce channel; climate change or water scarcity, or legal,
regulatory or market measures to address climate change or water
scarcity; other factors that may adversely affect the price of
PepsiCo's publicly traded securities and financial performance; and
risks related to the proposed acquisition, including the inability
to satisfy the conditions to the closing of the proposed
acquisition and risks that the proposed acquisition disrupts
current plans and operations of SodaStream and the potential
difficulties in employee retention as a result of the proposed
transaction.
For additional information on these and other factors that could
cause PepsiCo's or SodaStream's actual results to materially differ
from those set forth herein, please see PepsiCo's filings with the
Securities and Exchange Commission, including its most recent
annual report on Form 10-K and subsequent reports on Forms 10-Q and
8-K and SodaStream's filings with the Securities and Exchange
Commission, including its most recent annual report on Form 20-F
and subsequent Reports of Foreign Private Issuer on Form 6-K.
Investors are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date they
are made. PepsiCo and SodaStream undertake no obligation to update
any forward-looking statement, whether as a result of new
information, future events or otherwise.
Important Information
In connection with the proposed transaction, SodaStream will
prepare a proxy statement to be delivered to its shareholders, and
intends to furnish such proxy statement to the Securities and
Exchange Commission under cover of a Reports of Foreign Private
Issuer on Form 6-K in the first half of September. Before making
any voting or investment decision with respect to the transaction,
investors and security holders of SodaStream are urged to read the
proxy statement and the other relevant materials when they become
available because they will contain important information about the
transaction.
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SOURCE PepsiCo, Inc.