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US: PepsiAmericas amends PepsiCo agreement

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PepsiAmericas has amended its shareholder agreement with PepsiCo Inc, the beneficial owner of approximately 42.3% of PepsiAmericas' common stock.

In a Securities and Exchange Commission filing, the soft drinks bottler said that, under the new agreement, PepsiCo and its affiliates may not own more than 49% of PepsiAmericas' outstanding common stock. 

Under the former agreement, PepsiCo's and its affiliates' ownership of the common stock was similarly limited to a maximum ownership percentage of 49% of the outstanding common stock, but the combined ownership of PepsiCo and its affiliates, together with Robert C. Pohlad, his affiliates and his family, was also limited to a maximum ownership percentage of 49.9% of our outstanding common stock. 

In the filing, the company said: "The primary purpose of this new agreement was to decouple the ownership limitations that previously applied to the aggregate ownership of PepsiCo and Mr. Pohlad, his affiliates and his family."

It continued that any acquisitions by PepsiCo that would cause the maximum ownership percentage to be exceeded continue to require the consent of either a majority of the directors of our company not affiliated with PepsiCo or the shareholders of our company not affiliated with PepsiCo, or must be made pursuant to an offer for all outstanding shares of our common stock at a price meeting specific minimum-price criteria. 

"The agreement continues to specify that, during its term, none of PepsiCo or its affiliates may enter into any agreement or commitment with Mr. Pohlad, his affiliates or his family with respect to the holding, voting, acquisition or disposition of our common stock.  The agreement also continues to restrict transfers by PepsiCo and its affiliates that would result in a third party unaffiliated with PepsiCo owning greater than 20% of the outstanding shares of our common stock," the filing said.
 
The filing continued that the PepsiAmericas had entered into an amended and restated shareholder agreement with Pohlad Companies, Dakota Holdings, LLC and Robert C. Pohlad.  Dakota Holdings is the beneficial owner of approximately 8.8% of the company's common stock and is under common control with Pohlad Companies.  Pohlad is the chairman and CEO of PepsiAmericas, but also the president and owner of one-third of the capital stock of Pohlad Companies.
 
The new agreement no longer limits the amount of the outstanding common stock that may be owned by Pohlad Companies, Dakota Holdings, LLC and Mr. Pohlad.  However, any additional acquisition of the common stock by Mr. Pohlad, his affiliates or his family (excluding compensatory awards to Mr. Pohlad) now requires approval of the Affiliated Transaction Committee.


Sectors: Soft drinks

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