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.4 — Form of Client Letter
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Exhibit (a)(4)
U.S. OFFER TO PURCHASE FOR CASH ALL OUTSTANDING
SERIES B COMMON SHARES, ORDINARY PARTICIPATION CERTIFICATES AND
GLOBAL DEPOSITARY SHARES
OF
PEPSI-GEMEX, S.A. DE C.V.
at the U.S. Dollar Equivalent of
Mexican Pesos 5.91 Per Series B Common Share
of Gemex
and
Mexican Pesos 17.73 Per Ordinary Participation Certificate
of Gemex
(each CPO representing one Series B Common Share, one Series D Preferred
Share and one Series L Limited Voting Share)
and
Mexican Pesos 106.38 Per Global Depositary Share
of Gemex
(each GDS representing six CPOs)
by
PBG GRUPO EMBOTELLADOR HISPANO-MEXICANO, S.L.
AN INDIRECT SUBSIDIARY OF
BOTTLING GROUP, LLC
THE PRINCIPAL OPERATING SUBSIDIARY OF
THE PEPSI BOTTLING GROUP, INC.
THIS U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME(4:00 P.M., MEXICO CITY TIME), ON NOVEMBER 5, 2002 UNLESS THIS U.S. OFFER IS
EXTENDED.
October 7, 2002
To Our Clients:
Enclosed for your consideration is a U.S. Offer to Purchase, dated October
7, 2002 (the "U.S. Offer to Purchase"), and related GDS Letter of Transmittal
(the "GDS Letter of Transmittal") relating to the offer in the United States
(the "U.S. Offer") by PBG Grupo Embotellador Hispano-Mexicano, S.L.
("Embotellador HM"), a Spanish limited liability company and an indirect
subsidiary of Bottling Group, LLC, a Delaware limited liability company and the
principal operating subsidiary of The Pepsi Bottling Group, Inc., a Delaware
corporation ("PBG"), to purchase for cash (1) all outstanding Global Depositary
Shares ("GDSs") of Pepsi-Gemex, S.A. de C.V. ("Gemex"), a variable stock
corporation organized under the laws of Mexico, and (2) all outstanding Series B
Common Shares of Gemex (the "Shares"), and all outstanding Ordinary
Participation Certificates of Gemex (the "CPOs", and collectively with the
Shares and GDSs, the "Securities") held by persons who are not Mexican
residents. Each CPO represents one Series B Common Share, one Series D Preferred
Share and one Series L Limited Voting Share. Each GDS represents six CPOs.
Simultaneously with the U.S. Offer, Embotellador HM is offering in Mexico (the
"Mexican Offer," and collectively with the U.S. Offer, the "Offers") to purchase
all
outstanding Shares and CPOs of Gemex, including those held by U.S. residents, on
substantially the same terms as the U.S. Offer.
In the U.S. Offer, Embotellador HM is offering to purchase all the
outstanding GDSs at a price of Ps.106.38 per GDS, all outstanding Shares held by
persons who are not Mexican residents at a price of Ps.5.91 per Share, and all
outstanding CPOs held by persons who are not Mexican residents at a price of
Ps.17.73 per CPO, in cash, in each case less any withholding taxes and without
interest thereon. The purchase price for the Securities accepted for payment
pursuant to the U.S. Offer will be paid in U.S. dollars equivalent to the
applicable Mexican peso price in the U.S. Offer, based on the U.S. dollar to
Mexican peso exchange rate calculated using the average of the exchange rates
reported on each of the five consecutive business days ending two business days
prior to the expiration date of the U.S. Offer by Reuters and Bloomberg on their
FXBENCH page as the New York closing rate for the exchange of Mexican pesos and
U.S. dollars (the "Applicable Exchange Rate"). Embotellador HM will announce the
Applicable Exchange Rate by a press release not later than 9:00 am, New York
City time, on the next business day after the Applicable Exchange Rate is
determined. The Mexican Offer is open to all holders of Shares and CPOs,
including those held by U.S. residents. The purchase price for the Shares and
CPOs tendered in the Mexican Offer will be paid, at such holder's election, in
Mexican pesos or in U.S. dollars equivalent to the Mexican peso price in the
Mexican Offer based on the Applicable Exchange Rate. However, individuals
tendering Securities into the Mexican Offer will be entitled to elect to receive
the purchase price in U.S. dollars only if they have an account outside Mexico
into which they can receive payment in U.S. dollars and the information
regarding such account has been provided to the Mexican Receiving Agent.
THE MATERIALS RELATING TO THE U.S. OFFER ARE BEING FORWARDED TO YOU AS THE
BENEFICIAL OWNER OF THE GDSs HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN
YOUR NAME. IF YOU WISH TO TENDER SUCH GDSs IN THE U.S. OFFER, YOU MUST COMPLETE,
SIGN AND RETURN TO US THE INSTRUCTION FORM ATTACHED TO THIS LETTER. NONE OF THE
GDSs HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE RECEIVE SUCH WRITTEN
INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN
IN THE SPACE PROVIDED, YOUR SIGNATURE(S) ON THE INSTRUCTION FORM SHALL
CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE GDSs HELD BY US FOR YOUR
ACCOUNT. A TENDER OF THE GDSs MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD OF
THE GDSs, PURSUANT TO YOUR INSTRUCTIONS.
If you beneficially own GDSs but prefer to tender the underlying Shares and
CPOs, please instruct us to convert your GDSs into CPOs. We will, on your
behalf, contact The Bank of New York, as depositary, to convert your GDSs into
CPOs and tender such CPOs in the U.S. Offer or the Mexican Offer, as the case
may be, in accordance with the terms of the Offers and your instruction.
However, you will have to pay a fee of $5.00 for each 100 GDSs converted. If you
choose to convert your GDSs into CPOs and tender into the Mexican Offer and
elect to receive payment in Mexican pesos you will bear the risk of any
fluctuation in the exchange rate after the consummation of the Offers if you
then wish to convert your Mexican pesos into U.S. dollars. If you are not a
Mexican resident, you can tender Shares and CPOs in either the U.S. Offer or the
Mexican Offer. Mexican residents can only tender Shares and CPOs held by them in
the Mexican Offer. The conditions to the Mexican Offer are substantially similar
to those of the U.S. Offer. In the event that the Mexican Offer is amended to
increase or decrease the price offered for the Securities, Embotellador HM will
make a corresponding amendment to increase or decrease the price offered for the
Securities in the U.S. Offer.
Accordingly, we request your instructions as to whether you wish us to
tender on your behalf the GDSs held by us for your account, pursuant to the
terms and subject to the conditions set forth in the enclosed U.S. Offer to
Purchase and GDS Letter of Transmittal, or convert the GDSs into CPOs.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the GDSs on your behalf in accordance with the
provisions of the U.S. Offer. THE U.S. OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME (4:00 P.M. MEXICO CITY TIME) ON NOVEMBER 5, 2002, UNLESS THE U.S.
OFFER IS EXTENDED (AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). GDSs TENDERED
FOR PAYMENT PURSUANT TO THE U.S. OFFER MAY BE WITHDRAWN AT ANY TIME
2
BEFORE THE EXPIRATION DATE OR AT ANY TIME AFTER DECEMBER 6, 2002, IF
EMBOTELLADOR HM HAS NOT ACCEPTED THE TENDERED GDSs FOR PAYMENT BY THAT DATE.
If you wish to have us tender your GDSs or convert them into CPOs, please
so instruct us by completing, executing and returning to us the instruction form
on the back of this letter. The instruction form relates only to the tender or
conversion of GDSs. If you beneficially own Shares and/or CPOs of Gemex and
would like to tender your Shares and/or the CPOs in the U.S. Offer or in the
Mexican Offer, please contact the nominee for your Shares and/or CPOs to effect
such a tender.
Any inquiries you may have with respect to the U.S. Offer and requests for
additional copies of the enclosed materials should be addressed to Morrow & Co.,
Inc., the Information Agent for the U.S. Offer, at its address and telephone
numbers set forth on the back cover page of the U.S. Offer to Purchase.
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INSTRUCTION FORM FOR GDSS OF PEPSI-GEMEX, S.A. DE C.V. IN THE U.S. OFFER
The undersigned acknowledges receipt of your letter and the enclosed
materials referred to therein related to the U.S. Offer by Embotellador HM to
purchase all the outstanding GDSs of Pepsi-Gemex, S.A. de C.V. and all
outstanding Shares and CPOs of Pepsi-Gemex held by persons who are not Mexican
residents.
This will instruct you to tender or convert the number of GDSs indicated
below (and if no number is indicated, all GDSs) held by you for the account of
the undersigned in accordance with the terms and subject to the conditions set
forth in the U.S. Offer to Purchase and in the GDS Letter of Transmittal.
Please tender the GDSs held by you for my account as indicated below:
[ ] Please tender ______________ GDSs
[NUMBER OF GDSS]
[ ] Please DO NOT tender any GDSs held by you for my account.
Please convert the GDSs held by you for my account into CPOs as indicated
below:
[ ] Please convert ______________ GDSs into CPOs
[NUMBER OF GDSS]
[ ] Please DO NOT convert any GDSs held by you for my account.
Date:
------------------------, 2002
Signature(s):
--------------------------------------------------------------------------------
Print Name(s) here:
--------------------------------------------------------------------------------
Print Address(es):
--------------------------------------------------------------------------------
Area Code and Telephone Number(s):
--------------------------------------------------------------------------------
Tax Identification or Social Security Number(s):
------------------------------------------------------------------------
NONE OF THE GDSs HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED OR CONVERTED
UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC
CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON
SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE GDSs HELD BY US FOR YOUR
ACCOUNT.
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘SC TO-T’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 12/6/02 | | 3 | | | | | None on these Dates |
| | 11/5/02 | | 1 | | 2 |
| Filed on: | | 10/7/02 | | 1 |
| List all Filings |
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