Soft-drink maker PepsiCo offered about $6 billion on Monday to buy the shares it does not already own in its two largest bottlers, Pepsi Bottling Group and PepsiAmericas, to cut costs and secure control of its brands as growth switches to new non-carbonated drinks.

The U.S. company's plan to consolidate its bottling business underlines an industry trend and would give it control of 80 percent of its North America beverage distribution volume. PepsiCo also reported better-than-expected quarterly earnings.

Both Pepsi and Coke need control over their routes to market given the slow growth and premium that is placed on getting new brands to market, said John Sicher, editor and publisher of industry publication Beverage Digest.

It is also imperative for Pepsi and Coke that they have as many of their own brands carried by their bottlers as possible.

said it was offering $29.50 per share in cash and stock for The Pepsi Bottling Group
and $23.27 per share for PepsiAmericas
, representing a 17.1 percent premium to Friday's close.

The offers consist of $14.75 in cash plus 0.283 shares of PepsiCo common stock for each share of Pepsi Bottling, and $11.64 in cash plus 0.223 shares of PepsiCo for each share of PepsiAmericas.

Non-carbonated drinks, which have different economics and different distribution systems than carbonated soft drinks, have become a much bigger factor in the industry and in our own portfolio, PepsiCo Chief Executive Officer Indra Nooyi said in a statement, adding that the deal will improve its competitiveness and growth prospects.

The main driver of this deal would appear to be synergies which are estimated to be over $200 million pre-tax and include: reducing redundancy costs, scale efficiencies and realizing new revenue opportunities, said Citi analyst Philip Morrisey.

PepsiCo said it expects the deal to add to its earnings by at least 15 cents a share with the synergies.

PepsiCo's decision to purchase the outstanding stock of the Pepsi Bottling Group is likely to be received well by the market, especially after reporting positive quarterly earnings, Manoj Ladwa, senior trader at ETX Capital in London said, adding that deal will increase PepsiCo's hold on the beverage distribution market.

Pepsi Bottling said it will evaluate PepsiCo's proposal. The bottler was spun off from PepsiCo in 1999 and according to its website, Pepsi Bottling accounts for more than half of the Pepsi-Cola beverages sold in North America and about 40 percent of the Pepsi-Cola beverages worldwide.

According to a regulatory filing with the U.S. Securities and Exchange Commission, as of February 13, PepsiCo's ownership in Pepsi Bottling represented 33.1 percent of the outstanding common stock and 100 percent of the outstanding Class B common stock.

PepsiAmericas advised shareholders to take no action pending review of the proposal by its board.

According to a regulatory filing, PepsiCo owns about 54 million shares in PepsiAmericas, or 43.2 percent of common stock, as of March 10. PepsiAmericas accounts for about 19 percent of all PepsiCo beverage products sold in the U.S.

In some territories, the company sells and distributes products under brands licensed by companies other than PepsiCo. PepsiCo-related revenue accounted for about 80 percent of its total net sales in fiscal year 2008.


PepsiCo also reported better-than-expected quarterly results and reaffirmed its outlook for the year. The outlook did not include the impact of the proposed bids for its bottlers.

PepsiCo said its reported earnings per share grew 3 percent, while net revenue fell 1 percent to $8.26 billion.

The company's core earnings were $1.11 billion, or 71 cents a share, for the quarter, while analysts, on average, were expecting the soft drinks maker to earn 67 cents a share, according to Reuters Estimates.

Shares of PepsiCo closed at $52.13 on Friday on the New York Stock Exchange. Pepsi Bottling shares closed at $25.20, while Pepsi Americas shares closed at $19.88.

PepsiCo's financial advisors for the deal were Centerview Partners, Banc of America Securities and Merrill Lynch.

(Reporting by Jennifer Robin Raj in Bangalore and David Jones in London; Editing by Rupert Winchester and Andrew Callus)