PepsiCo Recommends Shareholders Reject Mini-Tender Offer By TRC Capital Corporation

April 12, 2019

PepsiCo, Inc. ("PepsiCo") (NASDAQ: PEP) has been notified of an unsolicited mini-tender offer by TRC Capital Corporation ("TRC") to purchase up to 1 million shares of PepsiCo common stock at a price of $116.50 per share in cash. TRC's offer price is approximately 4.21% lower than the $121.62 closing price of PepsiCo's common stock on April 5, 2019, the last closing price prior to commencement of the offer. The offer is for approximately 0.07% of the shares of PepsiCo common stock outstanding as of the April 8, 2019 offer date.

PepsiCo recommends that stockholders not tender their shares in response to TRC's unsolicited offer because the offer is at a price below the current market price of PepsiCo's shares and is subject to numerous conditions.  PepsiCo is not affiliated or associated in any way with TRC, its mini-tender offer or the offer documentation.

TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire not more than 5 percent of a company's shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (the "SEC") that apply to offers for more than 5 percent of a company's outstanding shares. As a result, investors are not provided with the same level of protections in mini tender offers as would be provided in larger tender offers under United States securities laws.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." More on the SEC's guidance to investors on mini-tender offers is available at

PepsiCo urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to TRC's offer. PepsiCo recommends that shareholders who have not responded to TRC's offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC's offering documents. The offer is currently scheduled to expire at 12:01 a.m. Eastern Time on Wednesday, May 8, 2019. TRC may extend the offering period at its discretion.

PepsiCo encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at

PepsiCo requests that a copy of this news release be included with all distributions of materials relating to TRC's mini-tender offer related to shares of PepsiCo's common stock.

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


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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...