Pepsi Acquires SodaStream with Consumer Health in Mind

PepsiCo Inc. and SodaStream International Ltd. have announced an agreement under which Pepsi will acquire all outstanding shares of SodaStream for $144 per share in cash. This represents a 32 percent premium to the 30-day volume weighted average price.
 
The companies hope that combining the strong distribution capabilities and global reach of Pepsi with SodaStream’s differentiated product range will position them for expansion and innovation.
 
“PepsiCo and SodaStream are an inspired match,” says Pepsi Chairman and CEO Indra Nooyi. “SodaStream is an extraordinary company that is offering consumers the ability to make great-tasting beverages while reducing the amount of waste generated. That focus is well-aligned with Performance with Purpose, our philosophy of making more nutritious products while limiting our environmental footprint. Together, we can advance our shared vision of a healthier, more-sustainable planet.”
 
Daniel Birnbaum, SodaStream CEO and Director, calls the agreement “an important milestone in the SodaStream journey.”
 
He continues, “It is validation of our mission to bring healthy, convenient, and environmentally friendly beverage solutions to consumers around the world. We are honored to be chosen as PepsiCo’s beachhead for at home preparation to empower consumers around the world with additional choices. I am excited our team will have access to PepsiCo’s vast capabilities and resources to take us to the next level. This is great news for our consumers, employees, and retail partners worldwide.” 
 
Ramon Laguarta, CEO-Elect and President of Pepsi, adds, “SodaStream is highly complementary and incremental to our business, adding to our growing water portfolio while catalyzing our ability to offer personalized in-home beverage solutions around the world. From breakthrough innovations like Drinkfinity to beverage dispensing technologies like Spire for foodservice and Aquafina water stations for workplaces and colleges, PepsiCo is finding new ways to reach consumers beyond the bottle, and [the agreement] is fully in line with that strategy.”
 
Under the terms of the agreement, Pepsi has agreed to acquire all of the outstanding shares of SodaStream in a transaction valued at $3.2 billion. The transaction will be funded with Pepsi’s cash on hand.
 
The acquisition has been unanimously approved by the boards of directors of both companies. The transaction is subject to a SodaStream shareholder vote, certain regulatory approvals, and other customary conditions. Closing is expected by January 2019.
 
Goldman Sachs and Centerview acted as financial advisors to Pepsi in this transaction. Gibson, Dunn & Crutcher LLP acted as lead counsel to Pepsi; Davis, Polk & Wardwell LLP as U.S. tax counsel; and Herzog, Fox & Ne'eman as Israeli legal counsel. Perella Weinberg Partners acted as financial advisor to SodaStream with White & Case LLP acting as SodaStream’s U.S. legal counsel and Meitar Liquornik Geva Lesham Tal as Israeli legal counsel.
 

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