PepsiCo Becomes Russia's Biggest Food, Beverage Co. With Wimm-Bill-Dann Buy

PepsiCo Inc. announced an agreement to acquire 66 percent of Russia's dairy and fruit juice company Wimm-Bill-Dann Foods OJSC for $3.8 billion to boost its base in key markets in Eastern Europe and Central Asia.

The world's No.2 food and beverages maker said the $33.00 per ADR share or US$132 per Russian share transaction will make it the largest food-and-beverage business in Russia.

The deal will also raise PepsiCo's annual global revenues from nutritious and functional foods to nearly $13 billion from about $10 billion today. This moves the company closer to its strategic goal of building a $30 billion nutrition business by 2020, it said.

The combination of Wimm-Bill-Dann and PepsiCo Russia will create a powerhouse business in terms of scale, brand portfolio and system capabilities with the potential to be leveraged across the broader East European and Central Asian region, said PepsiCo chief executive Indra Nooyi.

The purchase price, which implies a total enterprise value of about $5.4 billion, represents a 32 percent premium to the 30-day average trading price of Wimm-Bill-Dann's ADR shares.

PepsiCo expects the deal to modestly add to earnings in year one, excluding one-time transaction costs. The company expects the combination to have the potential for total pre-tax annual run-rate synergies of about $100 million by 2014.

Upon completion of the deal, PepsiCo will be around twice the size of its nearest food and beverage competitor in Russia.

The transaction will bring together PepsiCo's food and beverage brands Pepsi-Cola, Lipton and Lay's, its Russian juice and water brands Fruktovi Sad, Tonus and Aqua Minerale and Wimm-Bill-Dann's J7 juice beverages and Agusha baby food.

PepsiCo has agreed to acquire rest of Wimm-Bill-Dann through a free-float.

Founded in 1992, Wimm-Bill-Dann, with annual revenue of about $2.4 billion, competes with Georgia's Coca-Cola, Paris-based Danone and Switzerland's Nestle. It has 38 manufacturing facilities in Russia, Ukraine and Central Asia with over 16,000 employees.

Shares of PepsiCo ended Wednesday's regular trading session at $65.62 on the NYSE, while ADR's of Wimm-Bill-Dann closed at $24.50.