PepsiCo Targets African Growth With Offer To Acquire Pioneer Foods

PURCHASE, New York and JOHANNESBURG, July 19, 2019 /PRNewswire/ -- PepsiCo, Inc. (NASDAQ: PEP) ("PepsiCo") today announced that it has entered into an agreement to acquire all the outstanding shares of Pioneer Foods Group Ltd. (JSE: PFG) ("Pioneer Foods") for R110.00 per share in cash (approximately US $1.7 billion), which represents a 56% premium to the 30-day volume weighted average price prior to the cautionary announcement on July 15, 2019.

Pioneer Foods has a robust, locally relevant product portfolio that complements PepsiCo's current lineup, with strong positions in cereals, juices, and other African nutritional food staples, including well-known, scaled brands like Weet-Bix, Liqui-Fruit, Ceres, Sasko, Safari, Spekko, and White Star. At the same time, this acquisition will help PepsiCo gain a solid beachhead for expansion into Sub-Saharan Africa by boosting the company's manufacturing and go-to-market capabilities, enabling scale and distribution. Finally, this transaction brings together two likeminded companies, with both Pioneer Foods and PepsiCo aligned around a vision for building a more sustainable future and investing in communities. With Pioneer Foods, PepsiCo adds an extraordinary team of associates who will be instrumental to growth across the continent.

"As we look to accelerate our growth in key markets around the world and achieve our vision to Be the Global Leader in Convenient Foods and Beverages by Winning with Purpose, we are absolutely thrilled to join forces with Pioneer Foods, one of South Africa's leading food and beverage companies," said PepsiCo Chairman and CEO, Ramon Laguarta. "Pioneer Foods represents a differentiated opportunity for PepsiCo and allows us to immediately scale our business in Africa. Pioneer Foods forms an important part of our strategy to not only expand in South Africa, but further into sub-Saharan Africa as well. Our businesses are highly complementary, and we look forward to working with the Pioneer Foods team to successfully build and implement a shared vision in the region." 

This transaction creates a leading food and beverage company in Africa led from South Africa, with a commitment to supporting the broad socioeconomic imperatives of employment, talent development, and benefiting local suppliers. It will enable PepsiCo to expand its Sustainable Farming Program in Africa and work with local farmers in Pioneer Foods' communities—including women and rural smallholders—to help boost yields, improve livelihoods, and preserve precious natural resources. PepsiCo is keenly aware of the importance of economic transformation through Broad-Based Black Economic Empowerment ("BEE") and intends to support Pioneer Foods' BEE program.

"Today's announcement marks a very exciting milestone for Pioneer Foods and our people, and highlights the strength of what we have created," said Tertius Carstens, CEO of Pioneer Foods. "As part of PepsiCo, we will have greater scale to expand our leading brands, greater capital to invest in local agriculture and people, greater access to leading global capabilities and a partner committed to taking our company to even greater heights."

As part of this transaction and PepsiCo's goal to become faster and more locally focused, the company will create a new operating sector for Sub-Saharan Africa ("SSA"). PepsiCo SSA will be led by Eugene Willemsen, who most recently served as Executive Vice President of Global Categories & Franchise Management. Willemsen, who has been with PepsiCo for nearly 25 years, has extensive experience in growth markets, having previously led the company's businesses in Turkey and South East Europe. This new structure will not impact PepsiCo's reporting structure, and PepsiCo SSA will remain part of Europe Sub-Saharan Africa ("ESSA") from a financial reporting perspective. 

The acquisition, valued at approximately US $1.7 billion, which implies approximately 11x FY2020E consensus EBITDA, will be funded through a combination of debt and cash, and has been unanimously approved by the Boards of Directors of both companies. The transaction is subject to a Pioneer Foods shareholder vote, certain regulatory approvals, and other customary conditions, and closing is expected by Q1 calendar year 2020.

UBS Investment Bank, J.P. Morgan and Centerview acted as financial advisors to PepsiCo. Bowmans acted as the South African legal counsel to PepsiCo. PSG Capital acted as corporate and transaction advisor to Pioneer Foods and Webber Wentzel acted as South African legal counsel to Pioneer Foods.

About PepsiCo

PepsiCo products are enjoyed by consumers more than one billion times a day in more than 200 countries and territories around the world. PepsiCo generated more than $64 billion in net revenue in 2018, driven by a complementary food and beverage portfolio that includes Frito-Lay, Gatorade, Pepsi-Cola, Quaker and Tropicana. PepsiCo's product portfolio includes a wide range of enjoyable foods and beverages, including 22 brands that generate more than $1 billion each in estimated annual retail sales.

Guiding PepsiCo is our vision to Be the Global Leader in Convenient Foods and Beverages by Winning with Purpose. "Winning with Purpose" reflects our ambition to win sustainably in the marketplace and embed purpose into all aspects of the business.  For more information, visit www.pepsico.com

About Pioneer Foods

Pioneer Foods is one of the largest South African producers and distributors of a range of branded food and beverage products and posted revenue of R20.2 billion in 2018. For shoppers around the world, Pioneer Foods is the food and beverage company that develops and delivers products that help them and their families realise their full potential and live better lives through the company's quest and purpose to consistently establish new and enhanced ways of producing, distributing, marketing and selling products.

The Group operates mainly across South Africa and exports to more than 80 countries across the globe inclusive of a number of countries in Africa.  Through its established joint ventures initiatives the Group also operates in Namibia, Botswana, Kenya and Nigeria.  In South Africa the Group operates a number of world-class production facilities producing a range of products that includes some of the most recognizable and best loved brand names in South Africa, including the following brands: Weet-Bix, Liqui-Fruit, Ceres, Sasko, Safari, Spekko and White Star. 

Forward Looking Statements

Statements in this communication that are "forward-looking statements" are based on currently available information, operating plans and projections about future events and trends. Terminology such as "estimate," "expect," "may," "plan," "position," "will" or similar statements or variations of such words and other similar expressions are intended to identify forward-looking statements, although not all forward looking statements contain such terms. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward looking statements. Such risks and uncertainties include, but are not limited to: changes in demand for PepsiCo's products, as a result of changes in consumer preferences or otherwise; changes in laws related to the use or disposal of plastics or other packaging of PepsiCo's products; changes in, or failure to comply with, applicable laws and regulations; imposition or proposed imposition of new or increased taxes aimed at PepsiCo's products; imposition of labeling or warning requirements on PepsiCo's products; PepsiCo's ability to compete effectively; political conditions, civil unrest or other developments and risks in the markets where PepsiCo's products are made, manufactured, distributed or sold; PepsiCo's ability to grow its business in developing and emerging markets; uncertain or unfavorable economic conditions in the countries in which PepsiCo operates; failure to successfully complete, integrate or manage acquisitions and joint ventures into PepsiCo's existing operations or to complete or manage divestitures or refranchisings; changes in estimates and underlying assumptions regarding future performance that could result in an impairment charge; increase in income tax rates, changes in income tax laws, including as a result of enactment and implementation of the Switzerland Federal Act on Tax Reform and AHV Financing, or disagreements with tax authorities; PepsiCo's ability to recruit, hire or retain key employees or a highly skilled and diverse workforce; loss of, or a significant reduction in sales to, any key customer; disruption to the retail landscape, including rapid growth in hard discounters and the e-commerce channel; climate change or water scarcity, or legal, regulatory or market measures to address climate change or water scarcity; other factors that may adversely affect the price of PepsiCo's publicly traded securities and financial performance; and risks related to the proposed acquisition, including the inability to satisfy the conditions to the closing of the proposed acquisition and risks that the proposed acquisition disrupts current plans and operations of Pioneer Foods and the potential difficulties in employee retention as a result of the proposed transaction.

For additional information on these and other factors that could cause PepsiCo's actual results to materially differ from those set forth herein, please see PepsiCo's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. PepsiCo undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

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