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.3 — Form of Broker Dealer Letter
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Exhibit (a)(3)
[SALOMON SMITH BARNEY LOGO]
388 Greenwich Street
New York, NY 10013
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 Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by The Pepsi Bottling Group, Inc., a Delaware
corporation ("PBG"), to act as Dealer Manager in the United States in connection
with the offer to purchase for cash, 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 PBG (the "U.S. Offer"), (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. Offers, 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 a.m., 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 Shares and CPOs into the Mexican Offer will be entitled to elect to
receive the purchase price in U.S. dollars only if they have an account in or
outside Mexico into which they can receive payment in U.S. dollars and the
information regarding such account has been provided to the custodian for their
Shares and CPOs.
If you hold GDSs and would like to tender the underlying Shares and/or CPOs
instead of GDSs you may do so. A holder of GDSs may contact The Bank of New
York, as depositary, to convert its GDSs into CPOs and tender such CPOs in the
Mexican Offer. However, such holder will have to pay a fee of $5.00 for each 100
GDSs converted. If such holder chooses to convert its GDSs into CPOs and tender
into the Mexican Offer and elects to receive payment in Mexican pesos, such
holder will bear the risk of any fluctuation in the exchange rate after the
consummation of the Offers if it then wishes to convert its 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 into 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.
WE ARE REQUESTING THAT YOU PROMPTLY CONTACT YOUR CLIENTS FOR WHOSE ACCOUNTS
YOU HOLD GDSs IN CONNECTION WITH THE U.S. OFFER. For your information and for
forwarding to those of your clients for whom you hold GDSs registered in your
name or in the name of your nominee, we are enclosing the following documents:
1. The U.S. Offer to Purchase, dated October 7, 2002;
2. A printed form of letter that may be sent to your clients for
whose account you hold GDSs registered in your name or in the name of a
nominee, with space provided for obtaining such clients' instructions with
regard to the U.S. Offer;
3. The GDS Letter of Transmittal to be used by holders of GDSs in
accepting the U.S. Offer;
4. A form of Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. The return envelope addressed to The Bank of New York (the "U.S.
Receiving Agent") (for tendering GDSs).
A tender of Shares and/or CPOs in the U.S. Offer by your clients may only
be made by the nominee for their Shares and/or CPOs pursuant to their
instructions. Please advise your clients to contact their nominee to effect such
a tender. Additional information can be obtained from Morrow & Co., Inc., the
Information Agent for the U.S. Offer (the "Information Agent"), at 445 Park
Avenue, 5th Floor, New York, New York 10022 at telephone (800) 654-2468 or (800)
607-0088. For a description of the procedures for tendering Shares and/or CPOs
in the
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U.S. Offer, see in the U.S. Offer to Purchase under the caption "The U.S.
Offer -- Procedure for tendering in the U.S. Offer -- Holders of Shares and
CPOs."
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. 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 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.
Any holder of GDSs who would like to participate in the U.S. Offer must do
one of the following on or prior to the Expiration Date:
- Tender the GDSs by sending a properly completed and duly executed GDS
Letter of Transmittal (or facsimile thereof) and all other documents
required by the GDS Letter of Transmittal, together with the Global
Depositary Receipt ("GDRs") evidencing the GDSs in proper form for
transfer, to the U.S. Receiving Agent at one of its addresses set forth
on the back cover of the U.S. Offer; or
- If the GDSs are held in book-entry form, tender the GDSs by following the
procedures for book-entry transfer described in the U.S. Offer to
Purchase under the caption "Procedure for accepting this U.S.
Offer -- Holders of GDSs" and by sending a properly completed and duly
executed GDS Letter of Transmittal, with any required signature
guarantees, or an Agent's Message (as defined below) instead of a GDS
Letter of Transmittal, to the U.S. Receiving Agent.
The term "Agent's Message" means a message, transmitted by The Depository
Trust Company ("DTC") to, and received by, the U.S. Receiving Agent and forming
a part of a book-entry confirmation which states that DTC has received an
express acknowledgment from the participant tendering the GDSs which are the
subject of such book-entry confirmation that such participant has received and
agrees to be bound by the terms of the GDS Letter of Transmittal and that the
offeror may enforce such agreement against such participant.
If the registered holder of the GDSs wishes to tender the GDSs, but (1) the
GDRs evidencing the GDSs are not immediately available, (2) time will not permit
the GDRs evidencing the GDSs or other required documents to reach the U.S.
Receiving Agent before the expiration of the U.S. Offer; or (3) the procedure
for book-entry transfer cannot be completed before the expiration of the U.S.
Offer, a tender of GDSs may be effected by following the guaranteed delivery
procedures described in the U.S. Offer to Purchase under the caption "The U.S.
Offer -- Procedure for tendering in the U.S. Offer -- Holders of GDSs."
Embotellador HM will not pay any fees or commissions to any broker, dealer
or other person for soliciting tenders of GDSs pursuant to the U.S. Offer (other
than the U.S. Dealer Manager, the U.S. Receiving Agent and the Information Agent
as described in the U.S. Offer to Purchase). It will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients.
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 the
Information Agent at its address and telephone numbers set forth on the back
cover page of the U.S. Offer to Purchase.
Very truly yours,
SALOMON SMITH BARNEY
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON, THE AGENT OF EMBOTELLADOR HM, PBG, THE U.S. DEALER MANAGER,
THE U.S. RECEIVING AGENT, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE U.S. OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
3
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 | | 3 |
| Filed on: | | 10/7/02 | | 1 | | 2 |
| List all Filings |
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