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WHITMAN CORPORATION AND PEPSIAMERICAS ANNOUNCE MERGER AGREEMENT
CHICAGO, Aug. 21 /PRNewswire/ -- Whitman Corporation (NYSE: WH - news) and
PepsiAmericas (NYSE: PAS - news), the second and third largest U.S. based Pepsi
Bottlers, today announced plans to merge later this year.
Under an agreement approved by the companies' boards of directors, PepsiAmericas
will become a wholly-owned subsidiary of Whitman. The merger is intended to make
Whitman a larger, stronger, and more competitive bottler, with annual sales of
approximately $3.0 billion and operations in 18 states as well as Puerto Rico,
Jamaica, Poland, Hungary, Czech Republic, and Republic of Slovakia.
The companies also announced that upon completion of the transaction
PepsiAmericas Chairman and Chief Executive Officer Robert Pohlad, 46, will
become Chief Executive Officer of Whitman. Pohlad, a highly-respected 24-year
veteran of the bottling business, will succeed Bruce S. Chelberg, 66, who will
fulfill his previously announced plans to retire.
Upon closing of the transaction, Pohlad will be elected to the Board of Whitman
and Archie R. Dykes, 69, Chairman of Capital City Holdings and a director of
Whitman for 15 years, will become non-executive Chairman of the Board.
Bruce S. Chelberg, Chairman and Chief Executive Officer of Whitman Corporation,
said, "Our playing field will get bigger with this transaction. We'll be serving
a domestic market of about 45 million people and an international market,
including the Caribbean, of more than 70 million people.
"We believe this is a very positive strategic development for Whitman. There are
potential synergies and opportunities for margin improvement in the domestic
territories, while the Caribbean territories of Puerto Rico and Jamaica, along
with other Caribbean territories, offer some attractive long-term opportunities
for growth.
"In selecting Bob Pohlad to succeed me, the Board has chosen a proven executive
in the bottling industry. I expect Bob to lead Whitman to a new level of
performance."
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Robert Pohlad, Chairman and Chief Executive Officer of PepsiAmericas, said, "I
believe this transaction serves the best interests of the shareholders of both
companies. By joining forces, we will be in a better position to facilitate the
acquisition of other domestic Pepsi franchises, improve operating results
through new efficiencies in the core operations, and improve our service and
coordination with large retailers.
"Management has the incentive to succeed. I'm enthusiastic about what we can
accomplish, given the strategies, the resources, and the depth of talent in
Whitman and PepsiAmericas.
"Moving ahead, our focus will be on increasing shareholder value through
profitable growth, improved returns on our investments, and steady increases in
earnings."
PepsiAmericas is the third largest U.S. based anchor bottler in the Pepsi
system, with annual sales of approximately $576 million.
PepsiAmericas produces and distributes Pepsi-Cola and other beverage products in
portions of Arkansas, Iowa, Louisiana, Minnesota, Mississippi, North Dakota,
South Dakota, Tennessee, and Texas. PepsiAmericas also operates in Puerto Rico
and Jamaica and has received certain rights and preferences for expansion of its
business with PepsiCo, including further expansion in the Caribbean.
PepsiAmericas also distributes beer and malt beverages in a limited portion of
its domestic territory.
Whitman Corporation is the second largest anchor bottler in the Pepsi system,
with annual sales of approximately $2.4 billion.
Through its wholly-owned subsidiary, Pepsi-Cola General Bottlers, Whitman
produces and distributes Pepsi-Cola and other beverage products in 10 states in
the central part of the United States.
Whitman also produces and distributes Pepsi-Cola and other beverage products in
Poland, Hungary, Czech Republic, and Republic of Slovakia.
Dakota Holdings LLC, a limited liability company, holds about 70 percent of
PepsiAmericas' 87.3 million outstanding common shares. Pohlad Companies own 66.5
percent of Dakota Holdings and PepsiCo owns 33.5 percent. PepsiCo also currently
holds about 40 percent of Whitman's 136.3 million outstanding common shares.
Under the terms of the agreement, PepsiAmericas would merge into a wholly-owned
subsidiary of Whitman Corporation.
PepsiAmericas shareholders, other than Dakota Holdings, may elect one of three
options as consideration for their PepsiAmericas common shares:
1. Exchange each of their PepsiAmericas shares for a cash payment of $3.80
per share, subject to an upward adjustment if the average closing price
of Whitman common stock, during the 15 trading days ending 5 days prior
to the Whitman or PepsiAmericas shareholder meeting to approve the
transaction, whichever occurs first, is greater than $16.07 per share or
a downward adjustment if the price is less than $13.15 per share.
2. Exchange each of their PepsiAmericas shares, with a value of $3.80 per
share, for Whitman common stock, subject to adjustment under the
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circumstances described above.
3. Elect to participate in the earn-out provision of the agreement. Under
the earn-out arrangement, which will be applied to shares held by Dakota
Holdings, PepsiAmericas shareholders who elect to participate in the
earn-out would receive at the closing of the transaction initial
consideration in the form of Whitman shares with a value of approximately
$2.80 per PepsiAmericas share. These PepsiAmericas shareholders could
also receive additional consideration in the form of Whitman shares, with
an approximate maximum nominal value of $1.50 per PepsiAmericas share, if
the PepsiAmericas territories meet certain EBITDA (earnings before
interest, taxes, depreciation, and amortization) goals through 2002.
Values of the PepsiAmericas shares at closing under the earn-out
provision of the agreement, as well as the value of the shares from any
additional consideration, are subject to adjustment under the
circumstances described above.
In addition, Whitman will assume approximately $330 million of PepsiAmericas
debt.
The transaction is expected to be tax-free to shareholders electing to receive
Whitman common stock or participating in the earn-out.
In connection with the closing of the transaction, PepsiAmericas shareholders
participating in the earn-out will also be able to purchase in the aggregate 1.7
million shares of Whitman common stock at a per share price of $14.61, which is
equal to the average closing price of Whitman common stock for the 15-day
trading period ending August 18, 2000. Dakota Holdings will have the right to
purchase any of these Whitman shares not purchased by other earn-out
shareholders.
In addition, Pohlad Companies have separately negotiated the right to purchase
up to $25 million of Whitman stock currently held by PepsiCo at the same price.
Pohlad Companies and PepsiCo have each agreed to enter into agreements with
Whitman to limit the combined ownership of the Pohlad Companies and PepsiCo to
less than 50 percent of all outstanding Whitman shares, except pursuant to
certain provisions in their respective agreements.
The merger agreement between Whitman and PepsiAmericas is subject to the
expiration of the applicable waiting period under the Hart-Scott-Rodino Act,
approval by shareholders of both companies, and customary closing conditions.
The transaction is expected to be completed by year-end.
Whitman and PepsiAmericas will hold a conference call to discuss the merger at
1:00 p.m. Eastern Daylight Savings Time, August 21. The call will be available
on the web at http://www.acttel.com/webcastlogin / (reservation number 751687).
You will need Windows Media Player to listen to the call. This will be broadcast
live and archived for 30 days.
This news release shall not constitute an offer of any securities for sale.
Whitman and PepsiAmericas will prepare and file a Joint Proxy
Statement/Prospectus with the SEC. Copies of that document will be provided to
Whitman's shareholders and also to PepsiAmerica's shareholders. In addition,
that document and other relevant documents concerning the transaction will be
filed with the SEC and copies will be available free of charge from the SEC's
website ( http://www.sec.gov/ ) and from Whitman and PepsiAmericas. The Joint
Proxy Statement/Prospectus will contain important information, and stockholders
are urged to read it once it becomes available. All stockholders should read the
Joint
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Proxy Statement/Prospectus carefully when it becomes available before
making any voting or investment decisions.
This news release contains forward-looking statements. The following factors,
among others, could cause the actual results of the transaction to differ
materially from Whitman's and PepsiAmericas' expectations: the ability to timely
and fully realize expected revenues and cost savings competition; and changes in
economic conditions. Whitman and PepsiAmericas do not assume any duty to update
forward-looking statements. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ
materially. Such statements are based on information available as of the date
hereof, and are made only as of the date hereof. To the extent that such
statements relate to the proposed transaction referred to in this release, there
is a risk, among others, that the transaction might not be completed.
Whitman, its executive officers and directors may be deemed to be participants
in the solicitation of proxies from Whitman shareholders and may also be deemed
to be participants in the solicitation of proxies from PepsiAmericas
shareholders, in each case, with respect to the transactions contemplated by the
Merger Agreement. Information regarding Whitman, Whitman's officers and
directors, including beneficial ownership information, is included in Whitman's
Annual Report on Form 10-K for the year ended December 31, 1999 filed with the
SEC on March 15, 2000. This document is available free of charge at the SEC
website ( www.sec.gov ) and from Whitman.
PepsiAmericas, its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Whitman shareholders and may
also be deemed to be participants in the solicitation of proxies from
PepsiAmericas shareholders, in each case, with respect to the transactions
contemplated by the Merger Agreement. Information regarding PepsiAmericas,
PepsiAmericas' officers and directors is included in PepsiAmericas' Annual
Report on Form 10-K for the year ended December 31, 1999 filed with the SEC on
March 15, 2000. This document is available free of charge at the SEC website
(www.sec.gov ) and from PepsiAmericas.
As of the date of this communication, none of the foregoing officers and
participants, individually beneficially owns in excess of one percent of Whitman
common stock or about 70 percent of PepsiAmericas common stock (held by Pohlad
Companies through Dakota Holdings, LLC). Except as disclosed above, to the
knowledge of Whitman and PepsiAmericas, none of the directors or executive
officers of Whitman or PepsiAmericas has any interest, direct or indirect, by
security holdings or otherwise, in Whitman or PepsiAmericas.
