Pepsi Developments...

Pepsi Bottling Group rejected PepsiCo's squeeze-out buyout offer as "grossly inadequate". Their 8-K filing can be found here.

A Special Committee of Independent Directors was advised by Morgan Stanley and Cravath, Swaine, and Moore. The following reasons were given for the rejection:

1. Opportunistic Timing.
2. Inadequate Value.
3. Understated Synergies. **This was particularly interesting to me, given the 'modeling synergies' post I wrote in April. In theory, TargetCo should not receive any portion of the synergies value, since BuyCo brings that to the transaction. Nonetheless, PBG is making this one of its sticking points**

In addition, PBG announced the approval of a shareholder rights plan -- more commonly known as a "poison pill".

The interesting question is what effect this has on PepsiAmerica's evaluation of the offer it received. It is being advised by Briggs and Morgan's Brian Wegner, as well as Sullivan & Cromwell and Goldman Sachs.

PAS already has a poison pill plan, which was instituted in 1999 (It can be found in its latest 10-K at page F-36 and here).