Pepsi Bottling Group, Inc. & Pepsi Americas, Inc.

IN RE THE PEPSI BOTTLING GROUP, INC., SHAREHOLDER LITIGATION, IN RE PEPSIAMERICAS, INC., SHAREHOLDER LITIGATION, CONSOLIDATED C.A. NOS. 4526-VCS AND 4530-VCS (DELAWARE CHANCERY COURT)

These consolidated actions are class actions brought in the Delaware Court of Chancery on behalf of shareholders of the Pepsi Bottling Group, Inc. ("Pepsi Bottling") and Pepsi Americas, Inc. ("PepsiAmericas") arising from the proposed merger announced by PepsiCo, Inc. ("PepsiCo") to acquire all publicly held shares of its two bottlers, Pepsi Bottling and PepsiAmericas, for inadequate consideration. Abbey Spanier serves as Co-Lead Counsel for the PepsiAmericas shareholders.

The consolidated complaint alleges claims for breach of fiduciary duty in relation to the proposed merger. Plaintiffs allege that the proposed merger is unfair to the bottling companies' shareholders for several reasons. PepsiCo's offers are timed and structured to favor PepsiCo and provide an inadequate premium over the closing prices of the bottling companies' stock prices on the last trading day prior to PepsiCo's announcement of the proposed merger. In addition, PepsiCo has taken retaliatory measures against the bottling companies and their shareholders for rejecting the proposed merger by filing lawsuits against Pepsi Bottling and PepsiAmericas, and has used its dominant stake in the companies to prevent competing offers. Plaintiffs also allege that the proposed merger violates certain provisions of a PepsiAmericas shareholder agreement.