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PepsiCo To Refile Pre-merger Hart-Scott-Rodino Notification With FTC - Update
11/10/2009 6:40 PM ET

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(RTTNews) - Food and beverages giant PepsiCo Inc. (PEP: News ), said Tuesday it has withdrawn its earlier filed notification and report forms with the Federal Trade Commission to acquire all of the outstanding common stock of its two largest anchor bottlers, The Pepsi Bottling Group, Inc. (NYSE: PBG) and PepsiAmericas, Inc. (NYSE: PAS). The company plans to refile the notification at the appropriate time and expects the transactions to close by late 2009 or early 2010.

PepsiCo had originally filed its Hart-Scott-Rodino notification on September 11 and had withdrawn the notification on October 13 to give the FTC Staff additional 30 days to review the PepsiCo's buyout. The company had later refiled the notification on October 15.

The current withdrawal and future refiling of its notification and report forms will provide the commission with more time to review the information submitted by PepsiCo without requiring a request for additional information, the company said.

In early August, PepsiCo had reached definitive agreements with Pepsi Bottling and PepsiAmericas to acquire the remaining shares in its bottlers for about $7.8 billion in cash or stock. The acquisitions, which would create one of the largest food and beverage companies globally, are anticipated to close late 2009 or early 2010.

PepsiCo currently owns 33% of the outstanding shares of Pepsi Bottling and 43% of the outstanding shares of PepsiAmericas.

Earlier, in April, PepsiCo had offered to acquire the shares for about $6 billion. However, both the bottlers had rejected the offer on valuation grounds. PepsiCo currently owns 33% of the outstanding shares of Pepsi Bottling and 43% of the outstanding shares of PepsiAmericas.
New York-based maker of Frito-Lay, Quaker, Pepsi-Cola drinks, Tropicana juices and Gatorade sports drinks, PepsiCo said it would continue to respond to any informal requests by the staff of the FTC to provide additional information about the businesses of PepsiCo, its bottlers, Pepsi Bottling and PepsiAmericas.

On October 5, the company had announced its plans to form a new entity called PepsiCo Bottling North America, or PBNA comprising the bottling businesses, effective upon closing of the mergers.

The Hart-Scott-Rodino or HSR Act, Section 7A of the Clayton Act, 15 U.S.C 18a, requires parties of certain mergers and acquisitions to file a notification with the Federal Trade Commission and the Department of Justice Antitrust Division. According to the act, these parties must then wait for a specified time period before consummating these transactions.

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