Investors in the Pepsi Bottling Group, Inc. (NYSE: PBG) and PepsiAmericas, Inc. (NYSE: PAS) have each filed a class action lawsuit on behalf of current investors, who purchased the Pepsi Bottling Group, Inc. (NYSE: PBG)/ PepsiAmericas, Inc. (NYSE: PAS) stock prior to the announcement of the proposed takeover by PepsiCo, Inc against the board of directors and others over alleged breaches of fiduciary duty arising out of their attempt to sell Pepsi Bottling Group, Inc / PepsiAmericas, Inc. to PepsiCo, Inc.
Pepsi Bottling Group Inc. and PepsiAmericas, Inc. (NYSE: PAS) were each sued by an investor who claims PepsiCo Inc.'s $29.50-a-share buyout offer for Pepsi Bottling and PepsiAmericas at $23.27 per share undervalues each stock. According to court papers both investors allege that the offer by PepsiCo is unfair and inadequate because the value of Pepsi Bottling Group and Pepsi Americas common stock is each materially higher than the amount offered. Several investigations were announced in connection to the fairness of the offer price, in light of the recent performance and future prospects of PepsiAmericas and Pepsi Bottling Group, and the process the Board undertook to review the PepsiCo offer.

PepsiCo Inc. announced to buy the bottling operations Pepsi Bottling Group and PepsiAmerica. PepsiCo is offering $29.50 in cash and stock for each share of Pepsi Bottling Group, Inc (NYSE: PBG), valuing the company at about $6.4 billion and $23.27 per share for PepsiAmericas, valuing the company at about $2.9billion.

According to the complaint the plaintiffs alleges that each board of directors violated and breaches their fiduciary duty owed to the shareholders of Pepsi Bottling Group, Inc and PepsiAmericas, Inc. The stocks of Pepsi Bottling Group and PepsiAmerica increased, hitting levels that were significantly above the implied acquisition price. Pepsi Bottling Group shares were recently as high as $31.99 per share and shares of PepsiAmericas, Inc traded as high as $25.10 per share. PepsiCo currently owns 33% of Pepsi Bottling and 43% of PepsiAmericas.. Two PepsiCo, Inc executives sit on the board of directors of Pepsi Bottling Group. Combining Pepsi with its two main bottlers(Pepsi Bottling Group and PepsiAmerica) would give Pepsi control of about 80% of its North America beverage distribution volume.

Pepsi Bottling Group, Inc is located in Somers, NY and had $13.591billion in total revenue in 2007 and $13.796billion in 2008 with a net income of $532million in 2007 and $162million in 2008. The shares of PepsiBottling Group had a 52week high of $34.33 per share and reached an all time high in 2007 with over $41.72 per share. PepsiAmericas, Inc is located in Minneapolis, MN and had $4.479billion in total revenue in 2007 and $4.937billion in 2008 with a net income of $212.10million in 2007 and $226.40million in 2008. The shares of PepsiAmericas, Inc had a 52week high of $26.25 per share and reached an all time high in 2007 with over $34.78 per share.