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PepsiCo files suit against PBG and its board

BY Allison Cerra

PURCHASE, N.Y. PepsiCo announced Monday that it has filed suit in Delaware against the Pepsi Bottling Group and its directors.

The suit alleges that the defendants intentionally failed to provide notice of a recent PBG Board meeting to the PBG directors affiliated with PepsiCo. At that meeting, the directors in attendance claim to have adopted a “poison pill,” implemented certain new executive compensation arrangements and purported to amend the PBG bylaws in ways PepsiCo believes are detrimental to its rights as a shareholder. Because of the lack of notice and consideration by the full Board, PepsiCo alleges those actions by the board at the meeting are invalid.

PepsiCo further alleges that PBG and its Board breached their fiduciary duties to PBG shareholders by adopting the poison pill because it restricts PepsiCo’s rights as a PBG shareholder and constitutes an unreasonable and disproportionate response to PepsiCo’s constructive proposal. The suit seeks declaratory and injunctive relief.

On April 19, 2009, PepsiCo made a proposal to acquire all of the outstanding shares of common stock that it does not already own in its two largest anchor bottlers, PBG and PepsiAmericas, at a value of $29.50 per share for PBG and $23.27 per share for PAS. PepsiCo currently owns 33% of the outstanding shares of PBG and 43% of the outstanding shares of PAS.

On May 4, 2009, PBG announced that its Board had rejected PepsiCo’s proposal. In addition, PBG also announced that its Board had approved adoption of a shareholder rights plan, commonly referred to as a “poison pill,” as well as retention arrangements for certain key employees and amendments to PBG’s bylaws regarding notice and informational requirements for shareholder actions.

PepsiCo reiterates its belief that its offers are full and fair and in the best interests of PBG, PAS and their respective shareholders.

For more information about PepsiCo’s proposal with respect to PBG and PAS, please access our website at http://www.transactioninfo.com/pepsico.

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Partnership rolls out ‘the definitive ginger beer soft drink’

BY Allison Cerra

BOSTON A rum manufacturer and a beer maker have joined forces to package and distribute what the companies are calling “the definitive ginger beer soft drink.”

Gosling’s Stormy Ginger Beer, made with Gosling’s Rum of Bermuda and beer from Mass.-based Polar Beverages, is available in 12-ounce cans and will distributed .

“We needed to hit the perfect balance between sweetness and spiciness,” explained Malcolm Gosling, president of Gosling’s Export (Bermuda) Ltd. “Our objective was to create a ginger beer that, when paired with our award winning Black Seal Rum, would produce the absolute perfect Dark ‘n Stormy.”

The Dark ‘n Stormy, a drink of ginger beer and Black Seal Rum, is Bermuda’s official national cocktail.

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J.M. Smucker announces new corporate officers and promotions

BY Allison Cerra

ORRVILLE, Ohio J.M. Smucker Co. announced the promotion of corporate officer John Mayer and the election of Jim Brown and Jeannette L. Knudsen as corporate officers of the company.

Mayer, currently a corporate officer and VP customer development, was promoted to the position of VP sales, grocery market, effective June 1. Mayer has been with the company for 29 years and has held a number of roles within the company, including district sales manager, Florida; regional sales manager, Southern region; and director customer development. Mayer succeeds Don Hurrle who is retiring June 30, 2009, after more than 33 years with the company.

Brown, currently VP U.S. grocery sales, was promoted to a corporate officer and will report to Mayer. Brown has been a Smucker employee for more than 20 years, serving in a number of roles including Ohio Direct Sales Force; district sales manager positions in Minneapolis, Chicago, and Ohio Direct; regional sales manager, Central; national sales manager; and VP national sales, grocery with direct responsibility for managing our relationship with J.M. Smucker’s national sales agent, Advantage Sales & Marketing, Inc.

Knudsen joined the company in 2002 and has been the company’s acquisition and securities counsel and assistant secretary since 2007. Knudsen succeeds M. Ann Harlan as corporate secretary, a position Harlan has held since 2003. Harlan will continue to serve as VP and general counsel.

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