USA: Whitman and PepsiAmericas Served with Complaint on Transaction

Whitman Corporation (NYSE: WH) and PepsiAmericas, Inc. announced today that a purported class action lawsuit has been filed in the Court of Chancery of Delaware (New Castle County, Civil Action No. 18280) with respect to the proposed merger of PepsiAmericas and Whitman Corporation. The complaint, which was filed by a purported stockholder of PepsiAmericas, names PepsiAmericas, the directors of PepsiAmericas, Dakota Holdings, LLC, and Whitman Corporation as defendants.The complaint alleges that the consideration to be paid to the public shareholders of PepsiAmericas in the merger is unfair and inadequate and that the transaction serves the interests of PepsiCo to the detriment of PepsiAmericas’ minority public shareholders. The plaintiff seeks, among other things, class action certification, a preliminary and permanent injunction against consummation of the proposed merger, and rescission or damages should the transaction be consummated.Whitman Corporation and PepsiAmericas believe that the allegations contained in the complaint are without merit and intend to vigorously defend the action.