Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Tender Offer Statement 6 41K
2: EX-99.A.1 U.S. Offer to Purchase 88 455K
11: EX-99.A.10 Press Release 2 14K
12: EX-99.A.17 Summary of the Mexican Offer to Purchase 1 8K
3: EX-99.A.2 Form of Gds Letter of Transmittal 13 68K
4: EX-99.A.3 Form of Broker Dealer Letter 3 21K
5: EX-99.A.4 Form of Client Letter 4 19K
6: EX-99.A.5 Notice of Guaranteed Delivery 3 19K
7: EX-99.A.6 W-9 Guidelines 4± 18K
8: EX-99.A.7 Summary Advertisement 6 36K
9: EX-99.A.8 Audited Consolidated Financial Statements 53 296K
10: EX-99.A.9 Gemex 6-K 12 36K
13: EX-99.B.1 Senior Credit Agreement 75 277K
14: EX-99.C.1 Salomon Smith Barney Inc. Fairness Opinion 3 16K
15: EX-99.C.2 Presentation to the Board of Directors HTML 34K
16: EX-99.D.1 Agreement to Tender 21 70K
17: EX-99.D.2 Agreement to Tender 35 111K
18: EX-99.D.3 Escrow Agreement 9 36K
EX-99.A.10 — Press Release
EX-99.A.10 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
---|
[THE PEPSI BOTTLING GROUP LOGO]
EXHIBIT (a)(10)
[Download Table]
CONTACT: Kelly McAndrew Mary Winn Settino
Public Relations Investor Relations
(203) 613-1552 cell (914) 767-7216
(914) 767-7690 office
FOR IMMEDIATE RELEASE
THE PEPSI BOTTLING GROUP ANNOUNCES THE COMMENCEMENT
OF CASH TENDER OFFERS TO ACQUIRE PEPSI-GEMEX
SOMERS, N.Y., OCTOBER 7, 2002 -- The Pepsi Bottling Group, Inc. (NYSE: PBG)
announced today that it has commenced cash tender offers in the United States
and Mexico to complete the acquisition of Mexican bottler Pepsi-Gemex, S.A. de
C.V. (NYSE: GEM; BMV: PEPSIGX). The tender offers will expire at 5 p.m. (EST) on
November 5, 2002, unless the offers are extended.
Enrique C. Molina Sobrino and PepsiCo, Inc. have each agreed to tender
approximately 40 percent and 34.4 percent, respectively, of the total
outstanding capital stock of Pepsi-Gemex. Pepsi-Gemex's Board of Directors has
recommended that all other Pepsi-Gemex shareholders accept the offers and tender
their shares.
The U.S. cash offer is for all global depositary shares (GDS) at Ps 106.38
per GDS, and for all series B shares and all ordinary participation certificates
(CPO) held by holders who are not resident in Mexico at Ps 5.91 per share and Ps
17.73 per CPO. The purchase price in the U.S. tender offer will be paid in U.S.
dollars. The price will be calculated using the average of the U.S. dollar to
Mexican peso exchange rates reported on each of the five consecutive U.S.
business days ending two U.S. business days prior to the expiration date of the
tender offer. The exchange rates used for this calculation will be those
reported by Reuters and Bloomberg on their respective FXBENCH pages as the New
York closing rate.
The Mexican offer is for all series B shares and CPOs at the same prices
offered in the U.S. tender offer. The purchase price in the Mexican offer will
be paid at the election of the holder in Mexican pesos or U.S. dollars
calculated as described above.
The tender offers are conditioned upon, among other things, the number of
shares, CPOs and GDSs tendered and not withdrawn representing not less than 90
percent of all outstanding shares of capital stock of Pepsi-Gemex on the
expiration date. PBG expects to eliminate all shares of capital stock of Pepsi-
Gemex (including those represented by CPOs and GDSs) not purchased in the tender
offers through a reverse stock split, in which all remaining holders will
receive the same prices offered in the tender offers payable in Mexican pesos.
The complete details of the offers are set forth in the U.S. Offer to
Purchase and related documents, and the Mexican Folleto Informativo and related
documents as filed today with the U.S. Securities and Exchange Commission (SEC)
and the Comision Nacional Bancaria y de Valores (CNBV) of Mexico, respectively.
We encourage investors and security holders of Pepsi-Gemex to read carefully the
U.S. Offer to Purchase and related documents because they contain important
information about the transaction.
Investors and security holders who hold GDSs, or are not Mexican residents
and hold shares or CPOs, may obtain a free copy of the U.S. Offer to Purchase
and other documents filed by PBG, as well as the related
solicitation/recommendation statement filed by Pepsi-Gemex, at the SEC's website
at
EX-99.A.10 | Last Page of 2 | TOC | 1st | Previous | Next | ↓Bottom | Just 2nd |
---|
PBG ANNOUNCES THE COMMENCEMENT
OF CASH TENDER OFFERS TO ACQUIRE PEPSI-GEMEX
PAGE 2
www.sec.gov. The U.S. Offer to Purchase and these other documents may also be
obtained for free from Morrow & Co., Inc., the Information Agent for the U.S.
offer, by calling 1-800-607-0088.
Pepsi-Gemex, headquartered in Mexico City, is the second largest bottler of
Pepsi-Cola beverages outside of the United States and owns Mexico's largest
purified water company, Electropura.
The Pepsi Bottling Group, Inc. is the world's largest manufacturer, seller
and distributor of Pepsi-Cola beverages, with operations in the U.S., Canada,
Greece, Russia, Spain and Turkey. To receive press releases by e-mail, please
visit http://www.pbg.com.
This press release is for informational purposes only and shall not
constitute an offer to purchase or the solicitation of an offer to sell
securities of Pepsi-Gemex pursuant to the tender offers or otherwise. The
solicitation of offers to sell securities of Pepsi-Gemex can only be made
pursuant to the U.S. Offer to Purchase and related documents.
Statements made in this press release that relate to future events, performance
or financial results of the Company are forward-looking statements which involve
uncertainties that could cause actual events, performance or results to
materially differ. PBG undertakes no obligation to update any of these
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as to the date hereof. Accordingly,
any forward-looking statement should be read in conjunction with the additional
information about risks and uncertainties set forth in PBG's Securities and
Exchange Commission reports, including its annual report on Form 10-K for the
year ended December 30, 2001.
Dates Referenced Herein
| Referenced-On Page |
---|
This ‘SC TO-T’ Filing | | Date | | First | | Last | | | Other Filings |
---|
| | |
| | 11/5/02 | | 1 | | | | | None on these Dates |
Filed on: | | 10/7/02 | | 1 |
| | 12/30/01 | | 2 |
| List all Filings |
↑Top
Filing Submission 0000950123-02-009455 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Mar. 29, 5:00:08.1am ET