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PepsiCo Inc.’s offer consisted of $14.75 in cash plus 0.283 shares of PepsiCo common stock for each share of PBG, and $11.64 in cash plus 0.223 shares of PepsiCo common stock for each share of PepsiAmericas.

PepsiAmericas, Inc., meanwhile, said its board of directors formed a transactions committee consisting of independent directors which has begun to review the non-binding proposal from PepsiCo.

PepsiAmericas, Inc. retained Goldman, Sachs & Co., Briggs and Morgan, P.A. and Sullivan & Cromwell LLP as advisors.

» VISTAR CORP. TO ACQUIRE FIVE STAR DISTRIBUTORS INC. IN CHICAGO
Vistar Corp., a foodservice distributor to the vending-related and independent restaurant market segments owned by Performance Food Group, entered into an agreement to purchase the assets of Five Star Distributors, Inc., a Chicago-based company. Five Star Distributors specializes in full-line vending and office coffee products in the Midwest region. The company also operates T.J. King, a cash-and-carry and bulk candy business.

George Holm, president and CEO of Performance Food Group, said in a prepared statement, “The strategy behind this acquisition is to significantly enhance our presence in the Midwest specialty market and grow by utilizing alternative sales and distribution strategies currently in place at Five Star.”

Patrick Hagerty, president and CEO of Vistar, added, “The acquisition of Five Star opens new long-term opportunities enabling us to continue our pattern of rapid growth and further our opportunities to offer our exclusive brands to an expanded customer base.”

John Ochi, president of Five Star Distributors, said, “We believe that Vistar is a great partner for our business. We are excited about combining the expertise within both organizations to take our business and our service capabilities to a higher level.”