PepsiCo Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation

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PURCHASE, N.Y., Sept. 10 /PRNewswire-FirstCall/ -- PepsiCo, Inc. (NYSE: PEP) has been notified of an unsolicited "mini-tender offer" by TRC Capital Corporation (TRC) for TRC to purchase in cash up to two million shares, or less than 0.13 percent of the outstanding PepsiCo common stock, at a price of $53.65 per share. TRC's offer price of $53.65 per share represents a 4.62 percent discount to the September 1, 2009 closing price of $56.25 per share on the New York Stock Exchange. PepsiCo does not endorse TRC's unsolicited mini-tender offer and recommends that shareholders not tender their shares in response to this mini-tender offer. PepsiCo is not in any way associated with TRC, this mini-tender offer or the offer documentation.

This mini-tender is not part of, and will have no impact on, PepsiCo's transactions with The Pepsi Bottling Group, Inc. and PepsiAmericas, Inc.

Mini-tender offers, such as this one by TRC, do not give investors the same level of protection afforded by larger tender offers. For example, in making this offer, TRC is not required to file disclosure and other offer documents with the Securities and Exchange Commission (SEC) or adhere to additional procedures mandated by U.S. securities laws.

PepsiCo urges investors to:

• Obtain current market quotes for their shares of common stock,
• Consult with their financial advisors, and
• Exercise caution with respect to TRC's offer.
  

PepsiCo shareholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC's offer documentation prior to the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Friday, October 2, 2009.

The SEC has issued "Investor Tips" on mini-tender offers, which note that often in making the offers at below-market prices, "bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory is available at www.sec.gov/investor/pubs/minitend.htm.

PepsiCo encourages stockbrokers and dealers as well as other market participants to review the SEC's and the NYSE's recommendations on the dissemination of mini-tender offers. These recommendations are available at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and in the Information Memo Number 01-27, issued by the NYSE on Sept. 28, 2001, which can be found under the "Regulation -- NYSE -- Rules & Interpretations -- Information Memos" tab at www.nyse.com.

About PepsiCo

PepsiCo offers the world's largest portfolio of billion-dollar food and beverage brands, including 18 different product lines that each generate more than $1 billion in annual retail sales. Our main businesses - Frito-Lay, Quaker, Pepsi-Cola, Tropicana and Gatorade - also make hundreds of other nourishing, tasty foods and drinks that bring joy to our consumers in over 200 countries. With more than $43 billion in 2008 revenues, PepsiCo employs 198,000 people who are united by our unique commitment to sustainable growth, called Performance with Purpose. By dedicating ourselves to offering a broad array of choices for healthy, convenient and fun nourishment, reducing our environmental impact, and fostering a diverse and inclusive workplace culture, PepsiCo balances strong financial returns with giving back to our communities worldwide. For more information, please visit www.pepsico.com.

SOURCE PepsiCo

SOURCE: PepsiCo

Web site: http://www.pepsico.com/

SOURCE PepsiCo