PepsiCo’s latest acquisition is the
biggest non-energy investment into Russia and the
company’s biggest investment outside the US. The
deal’s complexity lies in streamlining US and
Russian securities laws and negotiating deal protections with
The buyer approached Russian drinks company
Wimm-Bill-Dann (WBD) when its owners were not looking to sell.
This made structuring the deal tricky in striking a balance
between Pepsi’s corporate interests as a strategic
buyer, getting the best possible terms for the sellers, and
causing the least disruption to the target, said Chris Allen
from seller’s counsel Latham & Watkins.
The parties agreed on the sale of 66% of
WBD’s shares for $3.8 billion, followed by a
mandatory tender offer (MTO). But with few control
transactions, the parties had greater leeway to make requests.
An example is the share pledge entered into at signing.
"It’s quite uncustomary, in either...