PepsiCo Inc. launched a $6 billion takeover bid for its two largest independent bottlers late Sunday. It is making an offer for PepsiAmericas, at $23.27 per share, that values that bottler at about $2.9 billion and is offering $29.50 in cash and stock for each share of Pepsi Bottling. The stocks of both bottlers soared Monday, hitting levels that were above the implied acquisition price. Pepsi Bottling was recently up 21% to $30.48 and PepsiAmericas recently added 21% to $24.08. An investigation on behalf of current shareholders of PepsiAmericas, Inc. (Public, NYSE:PAS) over potential breaches of fiduciary duty by the board of The Pepsi Bottling Group, Inc was announced.

According to the investigation by a law firm the investigation focuses on possible PepsiAmericas, Inc. shareholder (NYSE:PAS) claims over potential breaches of fiduciary duty by the board of The PepsiAmericas, Inc. arising out of their attempt to sell PepsiAmericas, Inc to PepsiCo, Inc. Pepsi already owns over two-fifths of Minneapolis-based PepsiAmericas. According to PepsiAmericas' proxy filing, any acquisition by PepsiCo that would put the company over a threshold of 49% of the outstanding common stock must have the approval of a majority of directors not affiliated with PepsiCo, the approval of shareholders not affiliated with PepsiCo, or meet criteria setting a minimum price. PepsiAmericas's Chief Executive Robert C. Pohlad is the second-largest shareholder after PepsiCo, with 10.4% of the company's common stock. The shareholder agreement specifies that PepsiCo may not enter an agreement with Mr. Pohlad that would enable the company to surpass the threshold. PepsiCo spent $543 million last year to fire 3,500 employees and close plants as part of plans to save $1.2 billion over the next three years. Pepsi said its efforts at consolidation would create annual pre-tax synergies of more than $200 million through cost reductions and efficiencies of scale, and expects to boost annual earnings by 15 cents a share once those synergies are fully realized. Pepsi on Monday reported earnings that were better than expected. PepsiCo and bigger rival Coca-Cola Co. sell beverage concentrate and syrup to licensed bottlers, which add water and other ingredients, put the mixture in bottles and cans and sell it. PepsiAmericas, Inc. manufactures, distributes and markets a portfolio of beverage products in the United States, Central and Eastern Europe and the Caribbean and has also expanded its distribution to include snack foods in certain markets. PepsiAmericas, Inc had a total revenue in 2007 of $4.479billion and in 2008 of $4.937billion with a net income in 2007 of $212.10M and 2008 $226.40M. PepsiAmericas, Inc is located in Minneapolis, MN. The shares of PepsiAmericas, Inc (NYSE: PAS) traded recently at $24.60 and on last Friday $19.88 per share, down from $24.31 in August 2008, $26.87 in April 2008, $34.45 in Dec 2007, and over $35 per share in 2007.